Common use of Term SOFR Unavailability Clause in Contracts

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 economically equivalent to, Term SOFR or Daily Simple SOFR, as applicable.

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 economically equivalent to, Term SOFR or Daily Simple SOFR, as applicable.

Term SOFR Unavailability. (a) If the Lender Administrative Agent 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 made a public statement that such Term Benchmark will no longer be provided, (ii) any relevant agency or authority the administrator of the Benchmark has announced that such Term Benchmark is no longer representativerepresentative of the underlying market and economic reality that such Benchmark is intended to measure, or (iii) any similar circumstance exists such that such Term Benchmark has become permanently unavailable or ceased to exist, the Lender Administrative Agent 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. . In the case of Term SOFR, (a) for any Revolving Loan hereunder where the rate is reset daily, such replacement rate will be Daily Simple SOFR, and (b) If for any Revolving Loan hereunder where the Lender has determined rate is reset at monthly or longer intervals, such replacement rate will be BSBY; provided that if the Administrative Agent determines in its sole discretion that (i) BSBY is not available for the administrator applicable Revolving Loan at the time of such replacement, then such replacement rate will be 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 Administrative Agent may make any technical, administrative or operational changes that the Lender Administrative Agent decides may be appropriate to reflect the adoption and implementation of such replacement rate. (d) . Without limitation of the foregoing, in the case of a transition to Daily Simple SOFR, the Administrative Agent will remove any other pricing options included in this Agreement which reference a rate that may change or is reset on a daily basis, including, without limitation, the Administrative Agent's prime rate. The Lender Administrative Agent 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 economically equivalent to, Term SOFR or Daily Simple SOFR, as applicable. The Administrative Agent's internal records of applicable interest rates shall be determinative in the absence of manifest error.