Term SOFR Unavailability Clause Samples

The 'Term SOFR Unavailability' clause defines the procedures to follow if the Term Secured Overnight Financing Rate (SOFR) benchmark becomes unavailable or cannot be determined. In practice, this clause typically outlines alternative reference rates or fallback mechanisms that parties must use to calculate interest or payments when Term SOFR is not published or is discontinued. Its core function is to ensure continuity and certainty in financial contracts by providing a clear process for interest rate determination, thereby mitigating the risk of disputes or payment disruptions due to benchmark unavailability.
POPULAR SAMPLE Copied 1 times
Term SOFR Unavailability. If the Bank has determined in its sole discretion that (i) the administrator of Term SOFR, or any relevant agency or authority for such administrator, of Term SOFR (or any substitute index which replaces Term SOFR (Term SOFR or such replacement, the “Benchmark”)) has announced that such Benchmark will no longer be provided, (ii) any relevant agency or authority has announced that such Benchmark is no longer representative, or (iii) any similar circumstance exists such that such Benchmark has become permanently unavailable or ceased to exist, the Bank will (x) replace such Benchmark with a replacement rate or (y) if any such circumstance applies to fewer than all tenors of such Benchmark used for determining an interest period hereunder, discontinue the availability of the affected interest periods. In the case of Term SOFR, such replacement rate will be Daily Simple SOFR. In the case of a replacement rate other than Term SOFR, the Bank may add a spread adjustment selected by the Bank, taking into consideration any selection or recommendation of a replacement rate by any relevant agency or authority, and evolving or prevailing market practice. In connection with the selection and implementation of any such replacement rate, the Bank may make any technical, administrative or operational changes that the Bank decides may be appropriate to reflect the adoption and implementation of such replacement rate. Without limitation of the foregoing, in the case of a transition to Daily Simple SOFR, the Bank will remove any option to select another rate that may change or is reset on a daily basis, including, without limitation, the Prime Rate. The Bank does not warrant or accept any responsibility for the administration or submission of, or any other matter related to, Term SOFR or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation whether any such alternative, successor or replacement rate will have the same value as, or be economically equivalent to, Term SOFR.
View SourceView Similar (6)
Term SOFR Unavailability. (a) If the Lender has determined in its sole discretion that (i) the administrator of Term SOFR, or any relevant agency or authority for such administrator, of Term SOFR (or any substitute index which replaces Term SOFR (Term SOFR or such replacement, the “Term Benchmark”)) has announced that such Term Benchmark will no longer be provided, (ii) any relevant agency or authority has announced that such Term Benchmark is no longer representative, or (iii) any similar circumstance exists such that such Term Benchmark has become permanently unavailable or ceased to exist, the Lender will (x) replace such Term Benchmark with a replacement rate or (y) if any such circumstance applies to fewer than all tenors of such Term Benchmark used for determining an interest period hereunder, discontinue the availability of the affected interest periods. (b) If the Lender has determined in its sole discretion that (i) the administrator of Daily Simple SOFR, or any relevant agency or authority for such administrator, of Daily Simple SOFR (or any substitute index which replaces Daily Simple SOFR (Daily Simple SOFR or such replacement, the “Floating Benchmark”)) has announced that such Floating Benchmark will no longer be provided, (ii) any relevant agency or authority has announced that such Floating Benchmark is no longer representative, or (iii) any similar circumstance exists such that such Floating Benchmark has become permanently unavailable or ceased to exist, the Lender will replace such Floating Benchmark with a replacement rate. (c) In the case of the replacement of a Term Benchmark or Floating Benchmark, the Lender may add a spread adjustment selected by the Lender, taking into consideration any selection or recommendation of a replacement rate by any relevant agency or authority, and evolving or prevailing market practice. In connection with the selection and implementation of any such replacement rate, the Lender may make any technical, administrative or operational changes that the Lender decides may be appropriate to reflect the adoption and implementation of such replacement rate. (d) The Lender does not warrant or accept any responsibility for the administration or submission of, or any other matter related to, Term SOFR or Daily Simple SOFR or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation whether any such alternative, successor or replacement rate will have the same value as, or be economic...
View SourceView Similar (3)

Related to Term SOFR Unavailability

  • Benchmark Unavailability Period Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

  • Unavailability of Tenor of Benchmark Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark 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 such ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark 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 Benchmark 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 a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.