04-26-2023 Council Packet - Laserfiche WebLink

Home Browse Search

90028032v2 “Benchmark” means, initially, Fallback Rate (SOFR) provided that if a Benchmark Transition Event has occurred with respect to the then -current Benchmark, then, “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior Benchmark determined two (2) Business Days prior to the applicable Reset Date. “Benchmark Conforming Changes” shall mean, in connection with the replacement of any index or benchmark used for determining interest under this Agreement, any technical, administrative or operational changes (including, without limitation, (a) changes to the definition of “Business Day,” “U.S. Government Securities Business Day” or other definitions, (b) the addition or modification of concepts such as “interest period,” (c) changes to timing and/or frequency of determining rates, making interest payments, giving borrowing requests, prepayment, conversion or continuation notices, or lengt h of lookback periods, (d) the applicability of breakage, indemnity or other compensation provisions, and (e) other technical, administrative or operational matters) that Lender decides may be appropriate to reflect the adoption and implementation of a replacement index or benchmark, and to permit the administration thereof by Lender in a manner substantially consistent with market practice (or, if Lender decides that adoption of any portion of such market practice is not administratively feasible or determ ines that no such market practice exists, in such other manner as Lender decides is reasonably necessary in connection with the administration of this Note and the other loan documents). “Benchmark Replacement” means a newly determined interest rate index plus a related spread or margin selected by Lender in the event Lender determines, in the sole discretion, that a Benchmark Transition Event has occurred. “Benchmark Transition Event” means with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then - current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal