Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 5 contracts
Samples: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.14), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark for any Currency, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (a)(ii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Applicable Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required LendersLenders of each Class.
(ii) Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument and subject to the proviso below in this paragraph, if a Term SOFR RFR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark consisting of a Daily Simple RFR for the applicable Currency, then the applicable Benchmark Replacement will replace the then-current such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the applicable Currency setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Revolving Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR NoticeRFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Revolving Administrative Agent shall not be required to deliver a Term SOFR RFR Notice after a Term SOFR RFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 5 contracts
Samples: Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.)
Benchmark Replacement. (ia) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i1), (2) or (a)(ii3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required LendersCredit Document.
(iib) Notwithstanding anything to the contrary herein or in any other Loan DocumentCredit Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Credit Document; provided that that, this clause (iiiii) shall not be effective unless the Administrative Agent LC Issuer has delivered to the Lenders and the Borrower Guarantor a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent LC Issuer shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
(c) In connection with the implementation of a Benchmark Replacement, the LC Issuer will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document.
(d) The LC Issuer will promptly notify the Guarantor of (A) any occurrence of a Benchmark Transition Event, a Term SOFR 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, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (vi) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, 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 or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.03.
(e) Notwithstanding anything to the contrary herein or in any other Credit 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 Term SOFR or the LIBO 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 LC Issuer in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the LC Issuer may modify the definition of “Interest Period” 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 or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the LC Issuer may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(f) Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, 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 sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.03.
(g) The LC Issuer does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration of, submission of, calculation of or availability of or any other matter related to the rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to this Agreement, whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as the LIBO Rate prior to its discontinuance or unavailability.
Appears in 5 contracts
Samples: Reimbursement Agreement (Equitable Holdings, Inc.), Reimbursement Agreement (Equitable Holdings, Inc.), Reimbursement Agreement (Equitable Holdings, Inc.)
Benchmark Replacement. (ia) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (a)(ii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required LendersCredit Document.
(iib) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, if a Term SOFR Transition Event and its related the LC Issuer will have the right to make Benchmark Replacement Date have occurred prior Conforming Changes from time to time and, notwithstanding anything to the Reference Time contrary herein or in respect of any setting of the then-current Benchmarkother Credit Document, then the applicable any amendments implementing such Benchmark Replacement Conforming Changes will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, become effective without any amendment to, or further action or consent of any other party to, to this Agreement or any other Loan Credit Document; .
(c) The LC Issuer will promptly notify the Guarantor of (1) any occurrence of a Benchmark Transition Event, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, 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 or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.03.
(d) Notwithstanding anything to the contrary herein or in any other Credit 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 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 LC Issuer in its reasonable discretion or (b) the regulatory supervisor for the administrator of such Xxxxxxxxx has provided a public statement or publication of information announcing that this clause any tenor for such Benchmark is or will be no longer representative, then the LC Issuer may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) shall not 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 or will no longer be effective unless representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent has delivered LC Issuer may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(e) Any determination, decision or election that may be made by the Lenders LC Issuer pursuant to this Section 2.03, 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 the Borrower a Term SOFR Notice. For the avoidance of doubtany decision to take or refrain from taking any action, the Administrative Agent shall not will be required to deliver a Term SOFR Notice after a Term SOFR Transition Event conclusive and binding absent manifest error and may do so be made in its sole discretiondiscretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.03.
(f) The LC Issuer does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration of, submission of, calculation of or availability of or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any interest rate prior to its discontinuance or unavailability.
Appears in 4 contracts
Samples: Reimbursement Agreement (Equitable Holdings, Inc.), Reimbursement Agreement (Equitable Holdings, Inc.), Reimbursement Agreement (Equitable Holdings, Inc.)
Benchmark Replacement. (i) Notwithstanding anything herein to the contrary herein or in contrary, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace any other Loan Document, if Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to will become effective at the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to the all Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Required Requisite Lenders.
(ii) Notwithstanding . No replacement of a Benchmark with a Benchmark Replacement pursuant to this paragraph will occur prior to the applicable Benchmark Transition Start Date. 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 this Agreement, any other Loan Document, if a Term SOFR Transition Event and its related amendments implementing such Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement Conforming Changes will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, become effective without any amendment to, or further action or consent of any other party toto this Agreement. The Administrative Agent will promptly notify the Borrower, this Agreement the Bank Parties and the Lenders of (a) any occurrence of a Benchmark Transition Event, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (b) the implementation of any Benchmark Replacement, (c) the effectiveness of any Benchmark Replacement Conforming Changes and (d) the commencement or conclusion of any other Loan Document; provided Benchmark Unavailability Period. Any determination, decision or election that this clause (ii) shall not may be effective unless made by the Administrative Agent has delivered or Lenders pursuant to this paragraph including any determination with respect to a tenor, rate or adjustment or of the Lenders occurrence or non-occurrence of an event, circumstance or date and the Borrower a Term SOFR Noticeany 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 paragraph. For the avoidance of doubt, the Administrative Agent shall not must approve the Benchmark Replacement for use under this Agreement and, during any Benchmark Unavailability Period, the replacement rate will be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionthe Base Rate.
Appears in 4 contracts
Samples: Credit Agreement (Apollo Debt Solutions BDC), Credit Agreement (Kennedy Lewis Capital Co), Credit Agreement (Kennedy Lewis Capital Co)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document:
(A) with respect to Obligations, interest, fees, commissions or other amounts denominated in or calculated with respect to Dollars, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iiI)(a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiiI)(b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.Lenders of the applicable Class. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis; and
(iiB) Notwithstanding anything with respect to the contrary herein Obligations, interest, fees, commissions or other amounts denominated in any other Loan Documentor calculated with respect to an Alternate Currency, if a Term SOFR Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with an applicable Benchmark Replacement Replacement. Any such amendment with respect to a Benchmark Transition Event will replace become effective at 5:00 p.m. (New York City time) on the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause fifth (ii5th) shall not be effective unless Business Day after the Administrative Agent has delivered posted such proposed amendment to the all Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders of the applicable Class.
(ii) No Swap Obligation shall not be required deemed to deliver be a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion“Loan Document” for purposes of this Section 2.24.
Appears in 3 contracts
Samples: First Lien Credit Agreement (Ranpak Holdings Corp.), First Lien Credit Agreement (Ranpak Holdings Corp.), First Lien Credit Agreement (Ranpak Holdings Corp.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a "Loan Document, " for purposes of this Section 3.03) if a Benchmark Transition Event Event, or an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “"Benchmark Replacement” " for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) or clause (c) of the definition of “"Benchmark Replacement” " for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If an Unadjusted Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.
(ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 3 contracts
Samples: Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (United States Cellular Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current any Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, the Administrative Agent and the Borrower will amend this Agreement to replace such Benchmark with such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings settings, which amendment shall become effective without any amendment to, or further action or consent of any other party to, to this Agreement or any other Loan Document Document; provided that any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period unless such amendment otherwise becomes effective prior to such date and shall continue to constitute ABR Loans until the effectiveness of such amendment, and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, the Administrative Agent and the Borrower will amend this Agreement to replace such Benchmark with such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting setting, which amendment shall become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of on which such Benchmark Replacement amendment is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, to this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments shall be payable on a monthly basis.
(ii) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent, in consultation with the Borrower will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Benchmark Replacement Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective.
(iii) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14, 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.14.
(iv) 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 a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark is a term rate (including the Term SOFR 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 Xxxxxxxxx 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, in consultation with the Borrower, 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, in consultation with the Borrower, may modify the definition of “Interest Period” (or any similar or analogous definition) for all purposes hereunder Benchmark settings at or under after such time to reinstate such previously removed tenor.
(v) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrower may revoke any Loan Document pending request for a Borrowing of, conversion to or continuation of, Term SOFR Loans, in each case, 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 ABR Loans or conversion to ABR Loans in the amount specified therein and (ii) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark that is the subject of such Benchmark setting and subsequent Benchmark settingsUnavailability Period or such tenor for such Benchmark, without any amendment toas applicable, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall will not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance used in any determination of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionABR.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Vacasa, Inc.), Revolving Credit Agreement (Vacasa, Inc.), Credit Agreement (Vacasa, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current any Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iia) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and the definition of “Adjusted Term SOFR” shall be deemed modified to delete the addition of the Term SOFR Adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything to . If the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmarkis based upon Daily Simple SOFR, then the applicable Benchmark Replacement all interest payments will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower payable on a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionmonthly basis.
Appears in 3 contracts
Samples: Credit Agreement (Fortrea Holdings Inc.), Credit Agreement (Fortrea Holdings Inc.), Credit Agreement (Fortrea Holdings Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan Document” for purposes of this Section titled “Benchmark Replacement Setting”), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-then current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (a)(ii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
. If (iii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then and the applicable Benchmark Replacement will replace on such Benchmark Replacement Date is a Benchmark Replacement other than the thensum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Relevant Governmental Body recommends for use a forward-current looking term rate based on SOFR and the Borrower requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from the Borrower, the Administrative Agent determines (in its sole discretion) that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may (in its sole discretion) provide the Borrower and Lenders with written notice that from and after a date identified in such notice: (i) a Benchmark Replacement Date shall be deemed to have occurred, the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance with clause (1) of the definition of “Benchmark Replacement” under this Section titled “Benchmark Replacement Setting”; provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement (for avoidance of doubt, for purposes of this proviso, such Benchmark Replacement Adjustment shall be the Benchmark Replacement Adjustment which was established in accordance with the definition of “Benchmark Replacement Adjustment” on the date determined in accordance with clauses (1) or (2), as applicable, of the definition of “Benchmark Replacement Date” hereunder) and (ii) such forward looking term rate shall be deemed to be the forward looking term rate referenced in the definition of “Term SOFR” for all purposes hereunder or under any Loan Document in respect of such any Benchmark setting and any subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Section titled “Benchmark Replacement Setting” shall apply with respect to such election of the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event as completely as if such forward-looking term rate was initially determined in accordance with clause (1) of the definition of “Benchmark Replacement”, including, without limitation, the provisions set forth in clauses (b) and may do so in its sole discretion(f) of this Section titled “Benchmark Replacement Setting.”.
Appears in 3 contracts
Samples: Credit Agreement (Atlas Corp.), Credit Agreement (Atlas Corp.), Credit Agreement (Atlas Corp.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicableEvent, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument and subject to the proviso below in this Section 4.03(b)(ii), if a Term SOFR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current such Benchmark for all purposes hereunder or and under any each other Loan Document in respect of such Benchmark setting and subsequent Benchmark settingsSettings, without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document; provided that this clause (iiSection 4.03(b)(ii) shall not be effective unless the Administrative Agent has delivered to the Borrowers and Lenders and the Borrower a Term SOFR NoticeNotice with respect to the applicable Term SOFR Transition Event. For the avoidance of doubt, the The Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Lafayette Square USA, Inc.), Revolving Credit Agreement (Lafayette Square USA, Inc.), Revolving Credit Agreement (Lafayette Square USA, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document” for purposes of this SECTION 2.24), with respect to any currency, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the any then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iia) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything to . If the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmarkis Daily Simple SOFR, then the applicable Benchmark Replacement all interest payments will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower payable on a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionquarterly basis.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Enstar Group LTD), Revolving Credit Agreement
Benchmark Replacement. (ia) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if a Term SOFR Transition Replacement Event has occurred in relation to Term SOFR, the Administrative Agent, acting with the consent of the Required Facility Agents, and its related the consent of the Seller, may amend or waive a provision of this Agreement and the other Transaction Document which relates to:
(i) providing for the use of a Benchmark Replacement Date have occurred prior in place of Term SOFR; and
(A) aligning any provision of any Transaction Document to the Reference Time use of that Benchmark Replacement;
(B) enabling that Benchmark Replacement to be used for the calculation of Yield under this Agreement (including, without limitation, any consequential changes required to enable that Benchmark Replacement to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Benchmark Replacement;
(D) providing for appropriate fallback (and market disruption) provisions for that Benchmark Replacement; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one party to another as a result of the application of that Benchmark Replacement (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation).
(b) The Administrative Agent will promptly (in respect one or more notices) notify the Seller and each Facility Agent of (i) any occurrence of a Term SOFR Replacement Event, (ii) the implementation of any setting of Benchmark Replacement, and (iii) the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark need for all purposes hereunder or under aligning any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent provision of any other party toTransaction Document to the use of that Benchmark Replacement and shall request consent of the Seller, this Agreement or and subject to paragraph (c) below, the Required Facility Agents with respect to the Benchmark Replacement and the alignment of any other Loan provision of any Transaction Document; provided that this clause (ii) , which changes shall not be effective unless and until such consent is received.
(c) If any Facility Agent fails to respond to a request for an amendment or waiver described in paragraph (a) above within 15 Business Days (or such longer time period in relation to any request which the Seller and the Administrative Agent may agree) of that request being made: (i) its Purchase Group Maximum Net Investment(s) shall not be included for the purpose of calculating the Maximum net Investment when ascertaining whether any relevant percentage of Maximum Net Investment has delivered been obtained to approve that request; and (ii) its status as a Facility Agent and its Purchase Group shall be disregarded for the Lenders and purpose of ascertaining whether the Borrower agreement of any specified Facility Agents has been obtained to approve that request.
(d) Upon the Seller’s receipt of notice of the commencement of a Term SOFR Notice. For the avoidance of doubtReplacement Event, the Administrative Agent shall not be required to deliver Seller may revoke any pending request for a Purchase that accrues Yield based on the Term SOFR Notice after Rate or, failing that, will be deemed to have converted such request into a Term SOFR Transition Event and may do so in its sole discretionrequest for a Purchase that accrues Yield at the Alternate Base Rate (other than clauses (ii) or (iii) of that definition).
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Ferguson Enterprises Inc. /DE/), Receivables Purchase Agreement (Ferguson PLC)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current any Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iia) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and the definition of “Adjusted Term SOFR” shall be deemed modified to delete the addition of the Term SOFR Adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Majority Lenders.
(ii) Notwithstanding anything to . If the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmarkis based upon Daily Simple SOFR, then the applicable Benchmark Replacement all interest payments will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower payable on a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionquarterly basis.
Appears in 2 contracts
Samples: Third Amended and Restated Multicurrency Revolving Credit Agreement (American Tower Corp /Ma/), Revolving Credit Agreement (American Tower Corp /Ma/)
Benchmark Replacement. (ia) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (a)(ii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required LendersCredit Document.
(iib) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, if a Term SOFR Transition Event and its related the LC Issuer will have the right to make Benchmark Replacement Date have occurred prior Conforming Changes from time to time and, notwithstanding anything to the Reference Time contrary herein or in respect of any setting of the then-current Benchmarkother Credit Document, then the applicable any amendments implementing such Benchmark Replacement Conforming Changes will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, become effective without any amendment to, or further action or consent of any other party to, to this Agreement or any other Loan Credit Document; .
(c) The LC Issuer will promptly notify the Guarantor of (1) any occurrence of a Benchmark Transition Event, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, 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 or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.03.
(d) Notwithstanding anything to the contrary herein or in any other Credit 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 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 LC Issuer in its reasonable discretion or (b) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that this clause any tenor for such Benchmark is or will be no longer representative, then the LC Issuer may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) shall not 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 or will no longer be effective unless representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent has delivered LC Issuer may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(e) Any determination, decision or election that may be made by the Lenders LC Issuer pursuant to this Section 2.03, 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 the Borrower a Term SOFR Notice. For the avoidance of doubtany decision to take or refrain from taking any action, the Administrative Agent shall not will be required to deliver a Term SOFR Notice after a Term SOFR Transition Event conclusive and binding absent manifest error and may do so be made in its sole discretiondiscretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.03.
(f) The LC Issuer does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration of, submission of, calculation of or availability of or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any interest rate prior to its discontinuance or unavailability.
Appears in 2 contracts
Samples: Reimbursement Agreement (Equitable Holdings, Inc.), Reimbursement Agreement (Equitable Holdings, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a XXXXX Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related XXXXX Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current XXXXX Benchmark, then (x) if a XXXXX Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iia) of the definition of “XXXXX Benchmark Replacement” for such XXXXX Benchmark Replacement Date, such XXXXX Benchmark Replacement will replace such XXXXX Benchmark for all purposes hereunder and under any other Loan Document in respect of such XXXXX Benchmark setting and subsequent XXXXX Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a XXXXX Benchmark Replacement is determined in accordance with clause (a)(iiib) of the definition of “XXXXX Benchmark Replacement” for such XXXXX Benchmark Replacement Date, such XXXXX Benchmark Replacement will replace such XXXXX Benchmark for all purposes hereunder and under any other Loan Document in respect of any XXXXX Benchmark setting at or after 5:00 p.m. (New York City Toronto time) on the fifth (5th) Business Day after the date notice of such XXXXX Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Applicable Administrative Agent has not received, by such time, written notice of objection to such XXXXX Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything to . If the contrary herein or in any other XXXXX Benchmark Replacement is Adjusted Daily Compounded XXXXX, all interest payments will be payable on the last day of each XXXXX Interest Period. No Swap Contract shall be deemed a “Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect ” for purposes of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionSection 3.03(d).
Appears in 2 contracts
Samples: Incremental Joinder (SS&C Technologies Holdings Inc), Incremental Joinder & First Amendment to Credit Agreement (SS&C Technologies Holdings Inc)
Benchmark Replacement. (ia) Notwithstanding anything to Upon the contrary herein or in any other Loan Document, if occurrence of a Benchmark Transition Event or an Early Opt-in ElectionEvent, as applicable, and its related the Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of will replace the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Program Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark setting Replacement is provided by the Agent to the Buyer and subsequent Benchmark settings the Seller without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateProgram Document, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required LendersBuyer. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Seller may revoke any request for a Transaction to be made or continued that would bear interest by reference to such then-current Benchmark until the Seller’s receipt of notice from the Agent that a Benchmark Replacement has replaced such Benchmark.
(iib) Notwithstanding In connection with the implementation and administration of a Benchmark Replacement, the 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 other Loan Program Document, if a Term SOFR Transition Event and its related any amendments implementing such Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement Conforming Changes will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, become effective without any amendment to, or further action or consent of any other party to, to this Agreement or Agreement.
(c) The Agent will promptly notify the Seller and the Buyer of (i) the implementation of any other Loan Document; provided that this clause Benchmark Replacement and (ii) shall not the effectiveness of any Benchmark Replacement Conforming Changes.
(d) Any determination, decision or election that may be effective unless made by the Administrative Agent has delivered or Buyer pursuant to this Section 8, including any determination with respect to a tenor, rate or adjustment or of the Lenders occurrence or non-occurrence of an event, circumstance or date and the Borrower a Term SOFR Notice. For the avoidance of doubtany decision to take or refrain from taking any action, the Administrative Agent shall not will be required to deliver a Term SOFR Notice after a Term SOFR Transition Event conclusive and binding absent manifest error and may do so be made in its or their sole discretiondiscretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 8.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Rocket Companies, Inc.), Master Repurchase Agreement (Rocket Companies, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, if prior to the commencement of any Interest Period for a Eurodollar Rate Loan, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia) or (a)(iib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiic) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) . Notwithstanding anything to the contrary herein or in any other Loan DocumentCredit Document and subject to the proviso below in this sentence, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-then current Benchmark for all purposes hereunder or and under any Loan other Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Credit Document; provided provided, that this clause (ii) sentence shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Akumin Inc.), Revolving Credit Agreement (Akumin Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if if:
(i) (A) a Benchmark Transition Event or or, as the case may be, an Early Opt-in Election, as applicable, Election and its related (B) a Benchmark Replacement Date with respect thereto have occurred prior to the Reference Time in respect of connection with any setting of the then-current Benchmark, then then:
(x1) if a Benchmark Replacement is determined in accordance with clause (a)(ii)(1) or (a)(iii)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such the then-current Benchmark for all purposes hereunder under this Agreement and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without requiring any amendment to, or requiring any further action by or consent of any other party to, this Agreement or any other Loan Document and Document
(y2) if a Benchmark Replacement is determined in accordance with clause (a)(iiii)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such the then-current Benchmark for all purposes hereunder under this Agreement and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without requiring any amendment to, or requiring any further action by or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.Lenders of each Class; or
(ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if (A) a Term SOFR Benchmark Transition Event or, as the case may be, an Early Opt-in Election and its related the Benchmark Replacement Date have with respect thereto has already occurred prior to the Reference Time in respect of for any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace and as a result the then-current Benchmark for all purposes hereunder is being determined in accordance with clauses (i)(2) or under any Loan Document in respect (i)(3) of such the definition of “Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan DocumentReplacement”; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.and
Appears in 2 contracts
Samples: Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc)
Benchmark Replacement. Solely with respect to any SOFR Borrowing hereunder (it being understood, for the avoidance of doubt, that this Section 2.23 shall only apply to SOFR Loans):
(i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iia) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.
(ii) No swap agreement shall be deemed to be a “Loan Document” for purposes of this Section 2.23).
(b) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right, in consultation with the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.23(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.23, 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.23.
(d) 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 a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for all purposes hereunder such Benchmark is not displayed on a screen or under any Loan Document other information service that publishes such rate from time to time as selected by the Administrative Agent in respect its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark setting and subsequent has provided a public statement or publication of information announcing that any tenor for such Benchmark settingsis not or will not be representative, without any amendment to, or further action or consent then the Administrative Agent may modify the definition of any other party to, this Agreement “Interest Period” (or any other Loan Document; provided that this clause similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) shall 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 effective unless representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent has delivered 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.
(e) Upon the Lenders and Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term SOFR Notice. For the avoidance Borrowing of, conversion to or continuation of doubtSOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Administrative Agent shall Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR 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 ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so used in its sole discretionany determination of ABR.
Appears in 2 contracts
Samples: Incremental Assumption and Amendment Agreement (Rackspace Technology, Inc.), First Lien Credit Agreement (Rackspace Technology, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred for a currency prior to the Reference Time in respect of any setting of the a then-current BenchmarkBenchmark for such currency, then then, (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Revolving Lenders.
, as applicable. If (iii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then for USD LIBOR and the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of on such Benchmark setting Replacement Date for USD LIBOR is a Benchmark Replacement other than the sum of: (a) Term SOFR and subsequent (b) the related Benchmark settingsReplacement Adjustment, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in USD and Xxxx requests that the Administrative Agent has delivered to review the Lenders administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and the Borrower a Term SOFR Notice. For the avoidance of doubt(iii) following such request from Xxxx, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so determines (in its sole discretion) that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may (in its sole discretion) provide Xxxx and Lenders with written notice that from and after a date identified in such notice: (i) a Benchmark Replacement Date shall be deemed to have occurred, the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” under this Section titled “Benchmark Replacement Setting”; provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Dana Inc), Credit and Guaranty Agreement (Dana Inc)
Benchmark Replacement. (i) Notwithstanding UponNotwithstanding anything to the contrary herein herein, in the Credit Agreement or in any other Loan Document, if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent, the Requisite Lenders and its related Benchmark Replacement Date have occurred prior the Borrower may amend the Creditthis Agreement to the Reference Time in respect of any setting of the replace LIBORthe then-current Benchmark, then (x) if Benchmark with a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for ; provided that any such Benchmark Replacement Dateshall be administratively feasible for the Administrative Agent in its sole discretion. In addition, such the Administrative Agent shall not be bound to comply with, acknowledge or consent to any Benchmark Replacement will replace such or Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, Replacement Conforming Changes or further action or consent of any other party to, amendment to this Agreement or any other Loan Document and (y) if that would affect its rights, duties, privileges, protections, obligations or liabilities, or in such Administrative Agent’s reasonable judgment, otherwise adversely affect it. Any such amendment with respect to a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to the all Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Required Requisite Lenders.
(ii) Notwithstanding anything . Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Requisite Lenders have deliveredon the date of delivery of such amendment to the contrary herein or in any other Loan Document, if Administrative Agent written notice that such Requisite Lenders accept such amendment. No replacement of LIBORa Benchmark with a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred pursuant to this Exhibit N will occur prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionStart Date.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Pennsylvania Real Estate Investment Trust), First Lien Credit Agreement (Pennsylvania Real Estate Investment Trust)
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.17(b)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (xi) if a Benchmark Replacement is determined in accordance with clause (a)(ia) or (a)(iib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (yii) if a Benchmark Replacement is determined in accordance with clause (a)(iiic) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(iiB) Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument and subject to the proviso below in this clause (B), if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (iiA) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (Kaltura Inc), Credit Agreement (Stitch Fix, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of if a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrowers may amend this Credit Agreement to replace the LIBOR Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective atand its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then then, (x) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (a)(ii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date Administrative Agent has posted such proposed amendment to all Lenders and the Borrowers so long as (x) the Borrowers have consented to such amendment in writing and (y)date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document Document, so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark amendmentBenchmark Replacement from the Lenders comprising the Required Lenders.
(ii) Notwithstanding anything . 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 contrary herein or in any other Loan Document, if Administrative Agent written notice that such Required Lenders accept such amendment and the Borrowers consent to such amendment. No replacement of the LIBOR Rate with a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred pursuant to this Section 4.8 will occur prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionStart Date.
Appears in 2 contracts
Samples: Revolving Credit Agreement (MN8 Energy, Inc.), Revolving Credit Agreement (New PubCo Renewable Power Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Basic Document, if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related Benchmark Replacement Date have occurred prior the Borrower may amend this Agreement to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if replace Term SOFR with a Benchmark Replacement is determined in accordance Replacement. Any such amendment with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if to a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has provided such Benchmark Replacement is provided proposed amendment to the all Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection (which determination shall be made in good faith) to such Benchmark Replacement amendment from Lenders comprising constituting a majority of each class of Lenders (“Benchmark Transition Objection Notice”). Any such amendment with respect to an Early Opt-in Election will become effective on the Required Lenders.
(ii) Notwithstanding anything date that Lenders constituting a majority of each class of Lenders have delivered to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to written notice that such Required Lenders accept (which determination shall be made in good faith) such amendment (the Lenders and “Early Opt-in Consent”). Notwithstanding the Borrower a Term SOFR Notice. For the avoidance of doubtforegoing, the Administrative Agent shall not be required to deliver a seek any Benchmark Transition Objection Notice or any Early Opt-in Consent from any Lender (and no Lender shall have any right to consent or object to any Benchmark Replacement) to the extent the Administrative Agent has elected to make or consented or not objected to the making of such amendments for comparable U.S. dollar denominated credit facilities. No replacement of Term SOFR Notice after with a Benchmark Replacement pursuant to this Section titled “Effect of Benchmark Transition Event” will occur prior to the applicable Benchmark Transition Start Date. If there is a Benchmark Transition Event or an Early Opt-In Election, until such time as a Benchmark Replacement has been determined pursuant to this Section 2.19, Term SOFR Transition Event and may do so in its sole discretionshall be replaced with the Base Rate.
Appears in 2 contracts
Samples: Credit Agreement (CURO Group Holdings Corp.), Credit Agreement (CURO Group Holdings Corp.)
Benchmark Replacement. (i) Notwithstanding anything herein to the contrary herein or in contrary, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace any other Loan Document, if Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to will become ef fective at the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) f if th Business Day after af ter the date notice of Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to the all Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from amendment f rom Lenders comprising the Required Requisite Lenders.
(ii) Notwithstanding . No replacement of a Benchmark with a Benchmark Replacement pursuant to this paragraph will occur prior to the applicable Benchmark Transition Start Date. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes f rom time to time and, notwithstanding anything to the contrary herein or in this Agreement, any other Loan Document, if a Term SOFR Transition Event and its related amendments implementing such Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement Conforming Changes will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, become ef fective without any amendment to, or further action or consent of any other party toto this Agreement. The Administrative Agent will promptly notify the Borrower, this Agreement the Bank Parties and the Lenders of (a) any occurrence of a Benchmark Transition Event, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (b) the implementation of any Benchmark Replacement, (c) the effectiveness of any Benchmark Replacement Conforming Changes and (d) the commencement or conclusion of any other Loan Document; provided Benchmark Unavailability Period. Any determination, decision or election that this clause (ii) shall not may be effective unless made by the Administrative Agent has delivered or Lenders pursuant to this paragraph including any determination with respect to a tenor, rate or adjustment or of the Lenders occurrence or non- occurrence of an event, circumstance or date and the Borrower a Term SOFR Noticeany decision to take or refrain f rom 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 paragraph. For the avoidance of doubt, the Administrative Agent shall not must approve the Benchmark Replacement for use under this Agreement and, during any Benchmark Unavailability Period, the replacement rate will be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionthe Base Rate.
Appears in 2 contracts
Samples: Credit Agreement (New Mountain Private Credit Fund), Credit Agreement (New Mountain Guardian III BDC, L.L.C.)
Benchmark Replacement. (ia) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i1), (2) or (a)(ii3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required LendersCredit Document.
(iib) Notwithstanding anything to the contrary herein or in any other Loan DocumentCredit Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Credit Document; provided that that, this clause (iiiii) shall not be effective unless the Administrative Agent LC Issuer has delivered to the Lenders and the Borrower Guarantor a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent LC Issuer shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
(c) In connection with the implementation of a Benchmark Replacement, the LC Issuer will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document.
(d) The LC Issuer will promptly notify the Guarantor of (A) any occurrence of a Benchmark Transition Event, a Term SOFR 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, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (vi) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, 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 or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.03.
(e) Notwithstanding anything to the contrary herein or in any other Credit 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 Term SOFR or the LIBO 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 LC Issuer in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the LC Issuer may modify the definition of “Interest Period” 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 or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the LC Issuer may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(f) Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, 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 sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.03.
(g) Without prejudice to any other provision of this Agreement or any other Credit Document, each of the Guarantor, each Subsidiary Account Party and the LC Issuer acknowledges and agrees for the benefit of the other party hereto: (a) the LIBO Rate (i) may be subject to methodological or other changes which could affect its value, (ii) may not comply with applicable laws and regulations (such as the Regulation (EU) 2016/1011 of the European Parliament and of the Council, as amended (EU Benchmarks Regulation)) and/or (ii) may be permanently discontinued; and (b) the occurrence of any of the aforementioned events and/or the implementation of an applicable successor LIBO Rate may have adverse consequences which may materially impact the economics of the financing transactions contemplated under this Agreement and the other Credit Documents. The LC Issuer does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the LIBO Rate or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (A) any such alternative, successor or replacement rate implemented pursuant to Section 2.03, whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (B) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.03), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the Eurodollar Rate or have the same volume or liquidity as did the LIBO Rate prior to its discontinuance or unavailability.
Appears in 2 contracts
Samples: Reimbursement Agreement (Equitable Holdings, Inc.), Reimbursement Agreement (Equitable Holdings, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark for a Currency, then (x) if a Benchmark Replacement for such Currency is determined in accordance with clause (a)(i1) or (a)(ii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower other parties hereto without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (x) in the case of a Benchmark Replacement for Dollars, the Required Lenders.
, and (iiy) Notwithstanding anything to in the contrary herein or in any other Loan Document, if case of a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of for any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubtForeign Currency, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionRequired Multicurrency Lenders.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Bain Capital Specialty Finance, Inc.), Revolving Credit Agreement (Hercules Capital, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument if, if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of of, Agent and Borrower Representative may amend this Agreement to replace the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of ““ with a Benchmark Replacement” for for. Any such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in inamendment with respect of any anyto a Benchmark setting settingTransition Event will become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document DocumentAgent has posted such proposed amendment to all affected Lenders and Borrower Representative so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 2 contracts
Samples: Loan and Security Agreement (Rubicon Technologies, Inc.), Loan and Security Agreement (Horizon Global Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Financing Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Financing Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Financing Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Financing Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Financing Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) . Notwithstanding anything to the contrary herein or in any other Loan Financing Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Financing Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Financing Document; provided that this second sentence of this clause (iia) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (MN8 Energy, Inc.), Credit Agreement (New PubCo Renewable Power Inc.)
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or Event, an Early Opt-in Election, or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Requisite Lenders. If an Unadjusted Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.
(iiB) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (iiB) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (Diversified Healthcare Trust), Credit Agreement (Diversified Healthcare Trust)
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.17(b)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (xi) if a Benchmark Replacement is determined in accordance with clause (a)(ia) or (a)(iib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (yii) if a Benchmark Replacement is determined in accordance with clause (a)(iiic) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(iiB) Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument and subject to the proviso below in this clause (B), if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (iiA) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (Enfusion, Inc.), Credit Agreement (Enfusion, Inc.)
Benchmark Replacement. Solely to the extent set forth in clause (ig) Notwithstanding below with respect to Term Loans denominated in Dollars and RC Facility Loans denominated in an Agreed Currency, notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or or, solely with respect to Initial Term Loans denominated in Dollars, an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (xi) if a Benchmark Replacement is determined in accordance with clause (a)(ix)(a),(x)(b) or (a)(iiy)(a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings (solely with respect to the Term Loans denominated in Dollars, or the RC Facility, as the case may be) without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (yii) if a Benchmark Replacement is determined in accordance with clause (a)(iiix)(c) or (y)(b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting (solely with respect to the Term Loans denominated in Dollars, or the RC Facility, as the case may be) at or after 5:00 p.m. (p.m., New York City time) , on the fifth (5th) Business Day after the date on which notice of such Benchmark Replacement is provided to the Term Lenders and (in the Borrower case of the Term Loans denominated in Dollars) or the RC Facility Lenders (in the case of the RC Facility) without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Term Lenders comprising the Required Lenders.
(ii) Notwithstanding anything to the contrary herein or a Majority in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting Interest of the then-current Benchmark, then Term Lenders of each Class (in the applicable Benchmark Replacement will replace case of the then-current Benchmark for all purposes hereunder Term Loans denominated in Dollars) or under any Loan Document a Majority in respect Interest of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent the RC Facility Lenders (in the case of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionRC Facility).
Appears in 2 contracts
Samples: First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred for a currency prior to the Reference Time in respect of any setting of the a then-current BenchmarkBenchmark for such currency, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
. If (iii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then for USD LIBOR and the applicable Benchmark Replacement will replace on such Benchmark Replacement Date for USD LIBOR is a Benchmark Replacement other than the thensum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Relevant Governmental Body recommends for use a forward-current looking term rate based on SOFR for loans denominated in Dollars and the Borrower requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from the Borrower, the Administrative Agent determines (in its sole discretion) that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may (in its sole discretion) provide the Borrower and Lenders with written notice that from and after a date identified in such notice: (i) a Benchmark Replacement Date shall be deemed to have occurred and the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” under this Section 3.07(b); provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement (for avoidance of doubt, for purposes of this proviso, such Benchmark Replacement Adjustment shall be the Benchmark Replacement Adjustment which was established in accordance with the definition of “Benchmark Replacement Adjustment” on the date determined in accordance with clauses (1) or (2), as applicable, of the definition of “Benchmark Replacement Date” hereunder) and (ii) such forward looking term rate shall be deemed to be the forward looking term rate referenced in the definition of “Term SOFR” for all purposes hereunder or under any Loan Document in respect of such any Benchmark setting and any subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Section titled “Benchmark Replacement Setting” shall apply with respect to such election of the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event as completely as if such forward-looking term rate was initially determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement”, including, without limitation, the provisions set forth in clause (ii) and may do so in its sole discretion(vi) of this Section 3.07(b).
Appears in 2 contracts
Samples: Credit Agreement (Salesforce, Inc.), Credit Agreement (SALESFORCE.COM, Inc.)
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Secured Hedging Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.4(2)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required LendersLenders of each class.
(iiB) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (iiB) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
(C) In connection with the implementation of a Benchmark Replacement, the Administrative Agent, in consultation with Borrower, will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(D) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (E) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.4(2), 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.4(2) and the definitions of terms used in this Section 2.4(2).
(E) 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 Term SOFR or the LIBO 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 Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” 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 or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(F) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a LIBO Rate Borrowing of, conversion to or continuation of LIBO Rate 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 any 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.
Appears in 1 contract
Samples: Credit Agreement (Macerich Co)
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan DocumentPaper, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the any then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document Paper in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document Paper and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document Paper in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document Paper so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders Banks comprising the Required LendersMajority Banks.
(iiB) Notwithstanding anything to the contrary herein or in any other Loan DocumentPaper, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current such Benchmark for all purposes hereunder or under any Loan Document Paper in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan DocumentPaper; provided that this clause (iiB) shall not be effective unless the Administrative Agent has delivered to the Lenders Banks and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be a “Loan Document” for purposes of this Section titled “Benchmark Replacement Setting”), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark for any Currency, then (xA) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (yB) if a Benchmark Replacement is determined in accordance with clause (a)(iii2), (3), (4), (5) or (6) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
Lenders of objection to (i) with respect to a Benchmark Replacement determined in accordance with clause (2), (3), (4) or (5) of the definition of “Benchmark Replacement”, the related Benchmark Replacement Adjustment and (ii) Notwithstanding anything with respect to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time determined in respect of any setting accordance with clause (6) of the then-current Benchmarkdefinition of “Benchmark Replacement”, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionReplacement.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in inwith respect of ofto any setting of the any then-current Benchmark, then (x) if the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) . Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders holding greater than 50% of the aggregate Commitments then in effect. No replacement of a Benchmark with a Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything Lenderspursuant to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred this Section 12.1 will occur prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionStart Date.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by 100706654_4 such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (Avista Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if upon the occurrence of (i) a Benchmark Transition Event or (ii) an Early Opt-in Election, as applicable, the Administrative Agent and its related the Borrower may amend this Agreement to replace the Adjusted LIBO Rate with a Benchmark Replacement Date have occurred prior Replacement, by a written document executed by the Borrower and the Administrative Agent, subject to the Reference Time requirements of this Section 2.23. Notwithstanding the requirements of Section 10.02 or anything else to the contrary herein or in respect of any setting of the then-current Benchmarkother Loan Document, then (x) if any such amendment with respect to a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of Transition Event will become effective and binding upon the definition of “Benchmark Replacement” for such Benchmark Replacement DateAdministrative Agent, such Benchmark Replacement will replace such Benchmark for all purposes hereunder the Obligors and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment tothe Lenders at 5:00 p.m., or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) time on the fifth (5th) Business Day after the date notice of Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to the all Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything ; provided that, if such Benchmark Replacement includes Term SOFR, then the Required Lenders shall be deemed to have accepted such Benchmark Replacement and shall only have the right to object to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date Adjustment and (y) any such amendment with respect to an Early Opt- in Election will become effective and binding upon the Administrative Agent, the Obligors and the Lenders on the date that Lenders comprising the Required Lenders have occurred delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the Adjusted LIBO Rate with a Benchmark Replacement pursuant to this Section 2.23 will occur prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionStart Date.
Appears in 1 contract
Samples: Revolving Credit Agreement (Millicom International Cellular Sa)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, ” for purposes of this Section 10.6(b)) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iia) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (i) the Required Lenders.
Initial Revolving Lenders in the case of a Benchmark Replacement with respect to the Initial Revolving Loans or Initial Revolving Loan Commitments, (ii) Notwithstanding anything the Required Term D Lenders in the case of a Benchmark Replacement to the contrary herein Term D Loans or (iii) Required Term E Lenders in any other Loan Document, if the case of a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionE Loans.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to Upon the contrary herein or in any other Loan Document, if occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, Administrative Agent and its related Borrower may amend this Agreement to replace the Eurodollar Rate with a Benchmark Replacement, which Benchmark Replacement shall apply only to either or both the Revolving Credit Facility and the Closing Date have occurred prior Term Loan Facility (but not, for the avoidance of doubt, the Tranche B Term Loan Facility). Any such amendment with respect to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance Transition Event will become effective with clause (a)(i) respect to either or (a)(ii) of both the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder Revolving Credit Facility and under any the Closing Date Term Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting Facility at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to the Revolving Credit Lenders and the Closing Date Term Loan Lenders (but not the Tranche B Term Loan Lenders), and Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as (i) with respect to the Revolving Credit Facility, Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Required Lenders.
Revolving Credit Lenders or (ii) Notwithstanding anything with respect to the contrary herein Closing Date Term Loan Facility, Administrative Agent has not received, by such time, written notice of objection to such amendment from the Required Closing Date Term Loan Lenders, provided, however, as applied to this subsection (a) only and for no other purposes, objection from the Lender acting as Administrative Agent is not required for objecting to the Benchmark Replacement, so long as all the other Lenders objecting to such Benchmark Replacement otherwise satisfy the Required Revolving Credit Lenders requirements (in connection with the Revolving Credit Facility) or the Required Closing Date Term Loan Lenders requirements (in any other connection with the Closing Date Term Loan DocumentFacility). For clarity, if the Required Revolving Credit Lenders object to such amendment, but the Required Closing Date Term Loan Lenders do not, or vice versa, then such amendment shall become effective only with respect to Closing Date Term Loan Facility, or vice versa. Additionally, any such amendment with respect to an Early Opt-in Election will become effective (i) with respect to the Revolving Credit Facility, on the date the Required Revolving Credit Lenders have delivered to Administrative Agent written notice that such Required Lenders accept such amendment, and (ii) with respect to the Closing Date Term Loan Facility, on the date the Required Closing Date Term Loan Lenders have delivered to Administrative Agent written notice that such Required Closing Date Term Loan Lenders accept such amendment. No replacement of the Eurodollar Rate with a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred pursuant to this Exhibit I will occur prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionStart Date.
Appears in 1 contract
Samples: Credit Agreement (Ryman Hospitality Properties, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any interest rate swap agreement or any other agreement arising pursuant to Hedging Obligations shall be deemed not to be a “Loan Document” for the purposes of this Section 1.10), if a XXXXX Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related XXXXX Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current XXXXX Benchmark, then (x) if a XXXXX Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iia) of the definition of “XXXXX Benchmark Replacement” for such XXXXX Benchmark Replacement Date, such XXXXX Benchmark Replacement will replace such XXXXX Benchmark for all purposes hereunder and under any Loan Document in respect of such XXXXX Benchmark setting and subsequent XXXXX Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a XXXXX Benchmark Replacement is determined in accordance with clause (a)(iiib) of the definition of “XXXXX Benchmark Replacement” for such XXXXX Benchmark Replacement Date, such XXXXX Benchmark Replacement will replace such XXXXX Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City Toronto time) on the fifth (5th) Business Day after the date notice of such XXXXX Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such XXXXX Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything to . If the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related XXXXX Benchmark Replacement Date have occurred prior to is Adjusted Daily Compounded XXXXX, all interest payments will be payable on the Reference Time in respect last day of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretioneach XXXXX Interest Period.
Appears in 1 contract
Samples: Credit Agreement
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Facility Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ii) or (a)(iiii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Facility Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Facility Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiiiii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in each instance notwithstanding the requirements of Section 13.01 or anything else contained herein or in any other Facility Document, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Facility Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Facility Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
; provided that, at any time the Benchmark Replacement has been determined other than in accordance with clause (iii) Notwithstanding anything of the definition of “Benchmark Replacement” due to the contrary herein or in any other Loan Document, if a unavailability of Term SOFR Transition Event and its related Term SOFR becomes available such that the Benchmark Replacement Date have occurred prior to the Reference Time could be determined in respect of any setting accordance with clause (i) of the then-current Benchmark, then the applicable definition of “Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubtReplacement”, the Administrative Agent shall not be required and the Borrower each agree to deliver a Term SOFR Notice after a Term SOFR Transition Event cooperate in good faith to enter into amendments to this Agreement and may do so in its sole discretionthe Facility Documents as applicable to implement such Benchmark Replacement pursuant to clause (i) of the definition of “Benchmark Replacement”.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Capitala Finance Corp.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if upon the occurrence of a Benchmark Transition Event or if an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have Event has occurred prior with respect to the Reference Time in respect of Euro-Rate for any setting of Available Currency, the thenAdministrative Agent and the Lead Borrower may amend this Agreement to replace the Euro-current Benchmark, then (x) if Rate for such Available Currency with a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, Available Currency; and any such Benchmark Replacement amendment will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) time on the fifth (5th) Business Day after the date notice of Administrative Agent has provided such Benchmark Replacement is provided proposed amendment to the Lenders and the Borrower without any amendment toall Lenders, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Required Lenders.
. Until the Benchmark Replacement with respect to the Euro-Rate for any Available Currency is effective, each advance, conversion and renewal of a Loan in such Available Currency under the Euro-Rate Option will continue to bear interest with reference to the Euro-Rate for such Available Currency; provided however, during a Benchmark Unavailability Period with respect to any Available Currency (i) any pending selection of, conversion to or renewal of a Loan in such Available Currency bearing interest under the Euro-Rate Option that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of the Base Rate Option with respect to such Loan in the Dollar Equivalent amount of such Loan, (ii) Notwithstanding anything all outstanding Loans in such Available Currency bearing interest under the Euro-Rate Option shall automatically be (A) if in Dollars, converted to the contrary herein Base Rate Option at the expiration of the existing Interest Period (or in any other Loan Documentsooner, if Administrative Agent cannot continue to lawfully maintain such affected Loan under the Euro-Rate Option) (B) if in an Optional Currency, converted to a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to Loan in Dollars under the Reference Time Base Rate Option in respect the Dollar Equivalent amount of any setting such Loan at the expiration of the then-current Benchmarkexisting Interest Period (or sooner, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless if the Administrative Agent has delivered cannot continue to lawfully maintain such affected Loan under the Lenders Euro-Rate Option in such Optional Currency) and (iii) the Borrower a Term SOFR Notice. For component of the avoidance of doubt, Base Rate based upon the Administrative Agent shall Euro-Rate will not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so used in its sole discretion.any determination of the Base Rate
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if the Administrator determines that a Benchmark Transition Event or an Early Opt-in ElectionEvent has occurred with respect to Euro-Rate or LMIR, the Administrator and the Seller may amend this Agreement to replace Euro-Rate or LMIR, as applicable, with a Benchmark Replacement; and any such amendment will become effective atElection, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (a)(ii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrator has provided such proposed amendment to all Purchasers,date notice of such Benchmark Replacement is provided to the Lenders Purchaser Agents and the Borrower Seller without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document so long as the Administrative Agent Administrator has not received, by such time, written notice of objection to such Benchmark amendment from PurchaserscompromisingBenchmark Replacement from Lenders Purchaser Agents comprising the Required Lenders.
(ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.Majority 741604250 99551574 17
Appears in 1 contract
Samples: Receivables Purchase Agreement (Wesco International Inc)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if :
(a) [Reserved.]
(b) Upon the occurrence of a Benchmark Transition Event or an Early Opt-in ElectionEvent, as applicable, and its related the Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of will replace the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided by the Administrative Agent (acting at the direction of the Required Lenders) to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required LendersLenders (and any such objection shall be conclusive and binding absent manifest error).
(iic) Notwithstanding anything to At any time that the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting administrator of the then-current Benchmark, then Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the applicable Benchmark Replacement will replace regulatory supervisor for the then-current Benchmark for all purposes hereunder or under any Loan Document in respect administrator of such Benchmark setting pursuant to public statement or publication of information to be no longer representative of the underlying market and subsequent economic reality that such Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided is intended to measure and that this clause (ii) shall representativeness will not be effective unless restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent (acting at the direction of the Required Lenders) that a Benchmark Replacement has delivered to the Lenders and replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a Term SOFR Noticerequest for a borrowing of or conversion to Base Rate Loans. For During the avoidance period referenced in the foregoing sentence, the component of doubtBase Rate based upon the Benchmark will not be used in any determination of Base Rate.
(d) In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent shall not be required (acting at the direction of the Required Lenders) will have the right to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.make Benchmark Replacement Conforming Changes from time to time and, subject to
Appears in 1 contract
Samples: Credit Agreement (Cemex Sab De Cv)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if the Administrator determines that a Benchmark Transition Event or an Early Opt-in ElectionEvent has occurred with respect to CDOR, the Euro-Rate or LMIR, the Administrator and the Borrowers may amend this Agreement to replace CDOR, the Euro-Rate or LMIR with a Benchmark Replacement for U.S. Dollars or Canadian Dollars, as applicable; and any such amendment will become effective atElection, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (a)(ii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) time on the fifth (5th) Business Day after the date Administrator hasdate notice of such Benchmark Replacement is provided to such proposedto the Lenders and the Borrower without any amendment toto all Group Agents,, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document so long as the Administrative Agent Administrator has not received, by such time, written notice of objection to such amendmentBenchmark Replacement from Group Agents comprising the Majority Group Agents. Until the Benchmark Replacement from Lenders comprising with respect to CDOR, the Required Lenders.
Euro-Rate or LMIR, as applicable, is effective, each advance, conversion and renewal of a Loan will continue to bear interest with reference to CDOR, the Euro-Rate or LMIR, as applicable; provided, however, that during a Benchmark Unavailability Period (i) any pending selection of, conversion to or renewal of a Loan bearing interest by reference to CDOR, the Euro-Rate or LMIR that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of the Base Rate with respect to such Loan, and such Loan shall bear interest by reference to the Base Rate, and (ii) Notwithstanding anything all outstanding Loans bearing interest by reference to CDOR, the Euro-Rate or LMIR shall automatically be (A) if in U.S. Dollars, converted to the contrary herein Base Rate at the expiration of the existing Interest Period (or in any other Loan Documentsooner, if Administrator cannot continue to lawfully maintain such affected Loan under the Euro-Rate or LMIR) and (B) if in Canadian Dollars, converted to a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to Loan in U.S. Dollars under the Reference Time Base Rate in respect the U.S. Dollar Equivalent amount of any setting such Loan at the expiration of the then-current Benchmarkexisting Interest Period (or sooner, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or if Administrator cannot continue to lawfully maintain such affected Loan under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionCDOR).
Appears in 1 contract
Samples: Receivables Financing Agreement (Cincinnati Bell Inc)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if the Administrative Agent determines that a Benchmark Transition Event or an Early Opt-Opt in ElectionEvent has occurred, as applicable, the Administrative Agent and the Seller may amend this Agreement to replace LIBO Rate or LMIR with a Benchmark Replacement; and any such amendment will become effective atand its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (xA) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iiI) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document and (yB) if a Benchmark Replacement is determined in accordance with clause (a)(iii2), (3), or (4) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date Administrative Agent hasdate notice of such Benchmark Replacement is provided to such proposedto the Lenders and the Borrower Purchasers without any amendment toto all Purchasers,, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document so long as the Administrative Agent has not received, by such time, written notice from the Purchasers of objection to such amendment from each Purchaser. Until the Benchmark Replacement from Lenders comprising is effective, each advance, conversion and renewal of a Purchaser Interest bearing interest by reference to LIBO Rate or LMIR will continue to bear interest with reference to LIBO Rate or LMIR; provided, however, that during a Benchmark Unavailability Period (i) any pending selection of, conversion to or renewal of a Purchaser Interest bearing interest by reference to LIBO Rate or LMIR that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of the Required Lenders.
Alternate Base Rate with respect to such Purchaser Interest, and such Purchaser Interest shall bear interest by reference to the Alternate Base Rate (rather than by reference to LIBO Rate or LMIR, as applicable), and (ii) Notwithstanding anything all outstanding Purchaser Interests bearing interest by reference to LIBO Rate or LMIR shall automatically and immediately be converted to bear interest by reference to the contrary herein Alternate Base Rate.(i) with respect to a Benchmark Replacement determined in accordance with clause (2) or in any other Loan Document(3) of the definition of “Benchmark Replacement”, if a Term SOFR Transition Event and its the related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting Adjustment and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered with respect to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubtBenchmark Replacement determined in 4857-9855-7551, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.v.1
Appears in 1 contract
Samples: Receivables Purchase Agreement (RPM International Inc/De/)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Documentherein, if upon the occurrence ofif a Benchmark Transition Event or an Early Opt-in Election, as applicable, with respect to the Eurocurrency Rate for any Available Currency, the Agent and the Company may amend this Agreement to replace the Eurocurrency Rate for such Available Currency with a Benchmark Replacement for such Available Currency; and any such amendment with respect to a Benchmark Transition Event will become effective atand its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (a)(ii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date Agent hasdate notice of such Benchmark Replacement is provided such proposedto the Lenders without any amendment to the all Lenders and the Borrower without any amendment toCompany,, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark amendmentBenchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything . Any such amendment with respect to an Early Opt-in Election with respect to any Available Currency will become effective on the date that Lender comprising the Required Lenders have delivered to the contrary herein or in any other Loan Document, if Agent written notice that such Required Lenders accept such amendment. No replacement of the Eurocurrency Rate with a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred pursuant to this Section shall occur prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR NoticeTransition Start Date. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.Jabil Credit Agreement47 52
Appears in 1 contract
Samples: Credit Agreement (Jabil Inc)
Benchmark Replacement. (ia) Notwithstanding anything to the contrary herein or in any other Loan CreditLoan Document, if upon the occurrence ofif a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the LIBOR Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iii)(A) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiii)(B) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided by the Administrative Agent has posted such proposed amendment to all Lenders andto the Borrower and the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark amendmentBenchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything . 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 contrary herein or in any other Loan Document, if Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR with a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred pursuant to this Section 2.12 will occur prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionStart Date.
Appears in 1 contract
Samples: Credit Agreement (Grindr Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Dollar Lenders, the Required DDTL Lenders and the Required Euro Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Dollar Lenders, the Required DDTL Lenders and the Required Euro Lenders have delivered to the Administrative Agent written notice that such Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement DB1/ 113327194.13 pursuant to this Section 3.03(c) 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 other Loan Document, 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 the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to and Benchmark Transition Start Date, (B) the Reference Time in respect implementation of any setting Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 3.03(c), including any determination with respect to a tenor, rate or adjustment or of the thenoccurrence or non-current Benchmarkoccurrence of an event, then 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 3.03(c).
(iv) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) in the case of Dollar Term Loans or Delayed Draw Loans, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein, and (B) in the case of Euro Term Loans, (x) the Administrative Agent and the Borrower, with the agreement of the Required Euro Lenders, may establish an alternative interest rate for the Euro Term Loans, and (y) if the Administrative Agent, the Borrower and the Required Euro Lenders are unable to agree on such an alternative rate of interest, the Administrative Agent, with the consent of the Required Euro Lenders, may establish an alternative interest rate for the Euro Term Loans. Such alternative rate of interest as determined in accordance with subclause (B) above shall apply with respect to the Euro Term Loans until the earlier of (1) the replacement of LIBOR for the Euro Term Loans with a Benchmark Replacement is determined pursuant to this Section 3.03(c), (2) the Required Euro Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Euro Loans (in which case the Required Euro Lenders shall determine an appropriate alternative rate of interest in accordance with clause (a)(iy) above) and (3) any Euro Term Lender determines that any Law has made it unlawful, or (a)(ii) that any Governmental Authority has asserted that it is unlawful, for such Euro Term Lender or its applicable Lending Office to make, maintain or fund Euro Term Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material DB1/ 113327194.13 restrictions on the authority of such Euro Term Lender to do any of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder foregoing and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of provides the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders Administrative Agent and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice thereof, and in the case of objection to such Benchmark Replacement from Lenders comprising subclause (3), the Required Lenders.
(ii) Notwithstanding anything to Borrower shall prepay all Euro Term Loans and all accrued interest thereon at the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting end of the then-then current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark Interest Period for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Euro Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionLoans.
Appears in 1 contract
Samples: Credit Agreement (Equinix Inc)
Benchmark Replacement. (i) Notwithstanding With respect to any Loans denominated in any Approved Currency other than Canadian Dollars, notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iia) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and of the Borrower applicable Class without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required LendersLenders of such Class. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.
(ii) With respect to any Loans denominated in Canadian Dollars:
(A) On May 16, 2022 Refinitiv Benchmark Services (UK) Limited (“RBSL”), the administrator of CDOR, announced in a public statement that the calculation and publication of all tenors of CDOR will permanently cease immediately following a final publication on Friday, June 28, 2024. On the date that all Available Tenors of CDOR have either permanently or indefinitely ceased to be provided by RBSL (the “CDOR Cessation Date”), if the then-current Benchmark is CDOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Compounded XXXXX, all interest payments will be payable on a quarterly basis.
(B) Upon the occurrence of a Benchmark Transition Event with respect to any Loans denominated in Canadian Dollars, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders of the applicable Class without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of such Class. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the administrator or the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, 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.
(C) Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument and subject to the proviso below in this clause, if a Term SOFR XXXXX Transition Event and its related Term XXXXX Transition Date have occurred, then on and after such Term XXXXX Transition Date (i) the Benchmark Replacement Date have occurred prior to the Reference Time described in respect clause (a)(y)(A) of any setting of the then-current Benchmark, then the applicable Benchmark Replacement such definition will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of any setting of such Benchmark setting on such day and all subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (ii) each Loan outstanding on the Term XXXXX Transition Date bearing interest based on the then-current Benchmark shall convert, on the last day of the then-current interest payment period, into a Loan bearing interest at the Benchmark Replacement described in clause (a)(y)(A) of such definition for the respective Available Tenor as selected by the Borrower as is available for the then-current Benchmark; provided that that, this clause (iiC) shall not be effective unless the Administrative Agent has delivered to the Lenders of the applicable Class and the Borrower a Term SOFR XXXXX Notice. For the avoidance of doubt, and so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term XXXXX Notice, written notice of objection to such conversion to Term XXXXX from Lenders comprising the Required Lenders of such Class or the Borrower.
(iii) No Secured Hedge Agreement shall not be required to deliver constitute a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion“Loan Document” for purposes of this Section 3.09).
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Basic Document, if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related Benchmark Replacement Date have occurred prior the Borrower may amend this Agreement to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if replace LIBOR with a Benchmark Replacement is determined in accordance Replacement. Any such amendment with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if to a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has provided such Benchmark Replacement is provided proposed amendment to the all Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection (which determination shall be made in good faith) to such Benchmark Replacement amendment from Lenders comprising constituting a majority of each class of Lenders (“Benchmark Transition Objection Notice”). Any such amendment with respect to an Early Opt-in Election will become effective on the Required Lenders.
(ii) Notwithstanding anything date that Lenders constituting a majority of each class of Lenders have delivered to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to written notice that such Required Lenders accept (which determination shall be made in good faith) such amendment (the Lenders and “Early Opt-in Consent”). Notwithstanding the Borrower a Term SOFR Notice. For the avoidance of doubtforegoing, the Administrative Agent shall not be required to deliver seek any Benchmark Transition Objection Notice or any Early Opt-in Consent from any Lender (and no Lender shall have any right to consent or object to any Benchmark Replacement) to the extent the Administrative Agent has elected to make or consented or not objected to the making of such amendments for comparable U.S. dollar denominated credit facilities. No replacement of LIBOR with a Term SOFR Notice after Benchmark Replacement pursuant to this Section titled “Effect of Benchmark Transition Event” will occur prior to the applicable Benchmark Transition Start Date. If there is a Term SOFR Benchmark Transition Event and may do so in its sole discretionor an Early Opt-In Election, until such time as a Benchmark Replacement has been determined pursuant to this Section 2.19, LIBOR shall be replaced with the Base Rate.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if upon the occurrence ofif a Benchmark Transition Event or or, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurodollar Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (a)(ii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date Administrative Agent has posted such proposed amendment to all Lenders and the Borrowerdate notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark amendment from Lenders 168 comprising Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date thatBenchmark Replacement from Lenders comprising the Required Lenders.Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the Eurodollar Rate with a Benchmark Replacement pursuant to Sections 3.03(b) through 3.03(e) will occur prior to the applicable Benchmark Transition Start Date..
(iic) Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that that, this clause (iic) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Term SOFR Transition Event and may do so in its sole discretion.
(d) (c)
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be a “Loan Document” for purposes of this Section titled “Benchmark Replacement Setting”), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark for any Currency, then (xA) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (yB) if a Benchmark Replacement is determined in accordance with clause (a)(iii2), (3), or (4) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
Lenders of objection to (i) with respect to a Benchmark Replacement determined in accordance with clause (2) or (3) of the definition of “Benchmark Replacement”, the related Benchmark Replacement Adjustment and (ii) Notwithstanding anything with respect to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time determined in respect of any setting accordance with clause (4) of the then-current Benchmarkdefinition of “Benchmark Replacement”, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionReplacement.
Appears in 1 contract
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such EXHIBIT 10.1 ANNEX A Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If an Unadjusted Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.
(iiB) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (iiB) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Parent Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 3.03(b)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (a)(ii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(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 other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(iii) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.03(b) 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.03(b).
(iv) 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 a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark is a term rate (including Term SOFR or the LIBO Rate) and either (A) any tenor for all purposes hereunder such Benchmark is not displayed on a screen or under any Loan Document other information service that publishes such rate from time to time as selected by the Administrative Agent in respect its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark setting has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not 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 or will no longer be effective unless representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent has delivered may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(v) Upon the Lenders and Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term SOFR Notice. For the avoidance Eurodollar Borrowing of, conversion to or continuation of doubtEurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Administrative Agent shall Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any 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 required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so used in its sole discretionany determination of Base Rate.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Commodity Hedging Agreement or Interest Rate Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 11.3), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (a)(ii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Majority Lenders.
(ii) Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement Term SOFR will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and each Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 3.09), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iia) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to clause (y) below) of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything to . If the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmarkis Daily Simple SOFR, then the applicable Benchmark Replacement all interest payments will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower payable on a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionmonthly basis.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (CrossAmerica Partners LP)
Benchmark Replacement. Notwithstanding the foregoing, if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) Notwithstanding the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate (or any component thereof) shall no longer be used for determining interest rates for loans, the Borrower and the Administrative Agent shall endeavor to establish an alternate rate of interest to the LIBO Rate that (x) gives due consideration to the then-prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time and (y) is a rate for which the Administrative Agent has indicated in writing to the Lenders that it is able to calculate and administer and the Borrower and the Administrative Agent may enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be anything to the contrary herein or in any other Loan Document, if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related Benchmark Replacement Date have occurred prior the Borrower may amend this Agreement to replace the Reference Time in respect of any setting of the then-current Benchmark, then (x) if LIBO Rate with a Benchmark Replacement is determined in accordance Replacement. Any such amendment with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if to a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to the all Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Required Lenders. 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 accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement pursuant to this Section 2.11(c) will occur prior to the applicable Benchmark Transition Start Date.
(ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark (but for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent such related changes shall not be required to deliver include a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.reduction of the Applicable Margin). NotwithstandingBenchmark
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Facility Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ii) or (a)(iiii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Facility Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Facility Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiiiii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in each instance notwithstanding the requirements of Section 16.01 or anything else contained herein or in any other Facility Document, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Facility Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Facility Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
; provided that, at any time the Benchmark Replacement has been determined other than in accordance with clause (iii) Notwithstanding anything of the definition of “Benchmark Replacement” due to the contrary herein or in any other Loan Document, if a unavailability of Term SOFR Transition Event and its related Term SOFR becomes available such that the Benchmark Replacement Date have occurred prior to the Reference Time could be determined in respect of any setting accordance with clause (i) of the then-current Benchmark, then the applicable definition of “Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubtReplacement”, the Administrative Agent shall not be required and the Borrower each agree to deliver a Term SOFR Notice after a Term SOFR Transition Event cooperate in good faith to enter into amendments to this Agreement and may do so in its sole discretion.the Facility Documents as applicable to implement such Benchmark Replacement pursuant to clause (i) of the definition of “Benchmark Replacement”..
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Benchmark Replacement. (ia) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement 50 4143-0949-1521 Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement Indenture or any other Loan Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders Noteholders (with a copy to the Indenture Trustee and the Borrower Paying Agent) without any amendment to, or further action or consent of any other party to, this Agreement Indenture or any other Loan Document so long as the Administrative Agent Issuer has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders Noteholders comprising the Required LendersNoteholders.
(iib) Notwithstanding In connection with the implementation of a Benchmark Replacement, the Required Noteholders will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement amendments implementing such Conforming Changes will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, become effective without any amendment to, or further action or consent of any other party to, to this Agreement Indenture or any other Loan Transaction Document; provided that this clause no such amendment may adversely affect the rights, duties, immunities, protections or indemnification rights of the Indenture Trustee, Paying Agent, Registrar, Depositary Bank or Securities Intermediary without its written consent.
(c) The Required Noteholders will promptly notify the Issuer and the Noteholders (with a copy to the Indenture Trustee and the Paying Agent) of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by any Noteholder (or group of Noteholders) pursuant to this Section 5.13, 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 or any selection, 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 to this Indenture or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 5.13.
(d) During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor but a Benchmark Transition Event with respect to such Benchmark has not occurred, the Class A Note Rate shall not be effective unless determined by the Administrative Calculation Agent has delivered by reference to the Lenders Alternative Rate and communicated to the Administrator and the Borrower a Term SOFR Notice. For the avoidance of doubtIssuer, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionby facsimile or e-mail.
Appears in 1 contract
Samples: Indenture (Oportun Financial Corp)
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or Event, an Early Opt-in Election, or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) or clause (c2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Requisite Lenders. If an Unadjusted Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.
(iiB) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (iiB) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretiondiscretion.[Intentionally Omitted.]
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and, for the avoidance of doubt, any Secured Bank Product or Hedge Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 3.8), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 3:00 p.m. (New York City Denver, Colorado time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required LendersLenders of each Class (which written notice will specify the provisions of such amendment to which such the Required Lenders object); provided, that, with respect to any proposed amendment containing any SOFR-based Benchmark Replacement, the Required Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein.
(ii) Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument and subject to the proviso below in this Section 3.8(a)(ii), if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that that, this clause (iiSection 3.8(a)(ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (Andersons, Inc.)
Benchmark Replacement. (i1) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with a Swap Contract xci shall be deemed not to be a "Loan Document" under clause (b) of the definition of "Loan Documents" for purposes of this Section titled "Benchmark Replacement Setting"), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark for any Currency, then (xA) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii1) of the definition of “"Benchmark Replacement” " for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (yB) if a Benchmark Replacement is determined in accordance with clause (a)(iii2), (3), or (4) of the definition of “"Benchmark Replacement” " for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required LendersLenders (in the case of any Benchmark Replace for Dollars) or the Required Revolving Lenders (in the case of any Benchmark Replace for any Alternative Currency), as applicable, of objection to (i) with respect to a Benchmark Replacement determined in accordance with clause (2) or (3) of the definition of "Benchmark Replacement," the related Benchmark Replacement Adjustment and (ii) with respect to a Benchmark Replacement determined in accordance with clause (4) of the definition of "Benchmark Replacement," such Benchmark Replacement.
(ii2) Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument and subject to the proviso below in this paragraph, if a Term SOFR RFR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time applicable reference time in respect of any setting of the then-current BenchmarkBenchmark consisting of a Daily Simple RFR for the applicable Currency, then the applicable Benchmark Replacement will replace the then-current such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the applicable Currency setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii2) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR NoticeRFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR RFR Notice after a Term SOFR RFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (Ansys Inc)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if a Benchmark Transition Event Event, an Other Benchmark Rate Election or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-then- current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower Purchasers without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Purchasers. Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document; provided that this clause (ii) paragraph shall not be effective unless the Administrative Agent has delivered to the Lenders Purchasers and the Borrower Seller a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Schneider National, Inc.)
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark the USD LIBOR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkAdjusted Eurocurrency Rate for Dollars, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ib)(i) or (a)(iib)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such the then-current Benchmark with respect to Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiib)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(iiB) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Administrative Agent and the Company may amend this Agreement to replace such Benchmark 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 (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Company so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 3.02(c)(i)(B) will occur prior to the applicable Benchmark Transition Start Date.
(C) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR RFR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark consisting of a Daily Simple RFR (including a Daily Simple RFR implemented as a Benchmark Replacement pursuant to Section 3.02(c)(i)A) or Section 3.02(c)(i)(B)) for the Applicable Currency, then the applicable Benchmark Replacement will replace the then-current such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the Applicable Currency setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) Error! Reference source not found. shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower Company a Term SOFR NoticeRFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR RFR Notice after a Term SOFR RFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (Donaldson Co Inc)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (xxA) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (a)(ii) of the definition of 51762333169 19631658 762333169 19631658 “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document and (yB) if a Benchmark Replacement is determined in accordance with clause (a)(iii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to clause (y) below) of any other party to, this Agreement or any other Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” or clause (2) of the definition of “Benchmark Replacement Adjustment” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Majority Lenders.
(ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 1 contract
Samples: Receivables Financing Agreement (Compass Minerals International Inc)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmarkoccurs, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iia) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect effective as of the first day, after such Benchmark Replacement Date, on which a setting and subsequent of the then-current Benchmark settings would otherwise occur, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of the statement or publication described in such Benchmark Replacement is provided to the Lenders and the Borrower clause without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as Document. If the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lendersis Daily Simple SOFR, all interest payments will be payable on a monthly basis.
(ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event Document and its related Benchmark Replacement Date have occurred prior subject to the Reference Time proviso below in respect of any setting of the then-current Benchmarkthis paragraph, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Loan Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document” for the purposes of this Section 3.07), if a XXXXX Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related XXXXX Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current XXXXX Benchmark, then (x) if a XXXXX Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iia) of the definition of “XXXXX Benchmark Replacement” for such XXXXX Benchmark Replacement Date, such XXXXX Benchmark Replacement will replace such XXXXX Benchmark for all purposes hereunder and under any Loan Document in respect of such XXXXX Benchmark setting and subsequent XXXXX Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a XXXXX Benchmark Replacement is determined in accordance with clause (a)(iiib) of the definition of “XXXXX Benchmark Replacement” for such XXXXX Benchmark Replacement Date, such XXXXX Benchmark Replacement will replace such XXXXX Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City Toronto time) on the fifth (5th) Business Day after the date notice of such XXXXX Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such XXXXX Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything to Majority Lenders under the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related applicable Tranche. If the XXXXX Benchmark Replacement Date have occurred prior to is Daily Compounded XXXXX, all interest payments will be payable on the Reference Time in respect last day of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretioneach Interest Period.
Appears in 1 contract
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark the USD LIBOR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkAdjusted Eurocurrency Rate for U.S. Dollars, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ib)(1) or (a)(iib)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such the then-current Benchmark with respect to Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, U.S. Dollars for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiib)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (P.M. New York City time) time on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(iiB) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Other Benchmark Rate Election, as applicable, with respect to any Benchmark, the Administrative Agent and the Company may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event or an Other Benchmark Rate Election, as applicable, will become effective at 5:00 P.M. New York City time on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Company so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 8.2(b)(i)(B) will occur prior to the applicable Benchmark Transition Start Date.
(C) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR RFR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark consisting of a Daily Simple RFR (including a Daily Simple RFR implemented as a Benchmark Replacement pursuant to Section 8.2(b)(i)(A) or Section 8.2(b)(i)(B)) for the applicable currency, then the applicable Benchmark Replacement will replace the then-current such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the applicable currency setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (iiC) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower Company a Term SOFR NoticeRFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR RFR Notice after a Term SOFR RFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (Centene Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan Document, ” for purposes of this Section 5.06) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (iiB) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Related Document, if a Benchmark Transition Event or Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Related Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Related Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Related Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Related Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Requisite Lenders.. 744861979 10435078
(ii) Notwithstanding anything to the contrary herein or in any other Loan Related Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Related Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Related Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 1 contract
Samples: Receivables Funding and Administration Agreement (Td Synnex Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if a Benchmark Transition Event or or, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower Purchasers without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document so long as the Administrative Agent AgentAdministrator has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required LendersPurchaser Agents.
(ii) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document; provided that this clause (ii) shall not be effective unless the Administrative Agent Administrator has delivered to the Lenders Purchasers and the Borrower Seller a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent Administrator shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Amerisourcebergen Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Financing Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Financing Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Financing Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3b ) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Financing Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Financing Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) . Notwithstanding anything to the contrary herein or in any other Loan Financing Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Financing Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Financing Document; provided that this second sentence of this clause (iia) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (MN8 Energy, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan DocumentPaper, if upon the occurrence of a Benchmark Transition Event or Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the Administrative Agent and Borrower may amend this Agreement to replace the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document Paper in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document Paper and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document Paper in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document Paper so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything with a Benchmark Replacement. Any such amendment with respect to the contrary herein or in any other Loan Document, if a Term SOFR Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to will become effective at 5:00 p.m. on the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause fifth (ii5th) shall not be effective unless Business Day after the Administrative Agent has delivered posted such proposed amendment to the Lenders all affected Banks and the Borrower a Term SOFR Notice. For the avoidance of doubt, so long as the Administrative Agent shall has not received, by such time, written notice of objection to such amendment from Banks comprising the Required Banks. If an Unadjusted Benchmark Replacement is Daily Simple SOFR, all interest payments will be required payable on a monthly bxxxx.Xx replacement of a Benchmark with a Benchmark Replacement pursuant to deliver a Term SOFR Notice after a Term SOFR this Section 13.1(c)(i) will occur prior to the applicable Benchmark Transition Event and may do so in its sole discretionStart Date.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary contained herein or in any other Loan Document (and any agreement executed in connection with a Derivatives Contract shall be deemed not to be a “Loan Document” for purposes of clauses (b) through (f) of this Section 4.2), if if, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in inwith respect of ofto any setting of the then-current Benchmark, then (x) if ifthe Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement is determined in accordance with clause (a)(i1) or (a)(ii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after after. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) Eastern time on the fifth (5th) Business Day after (i) the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document DocumentAdministrative Agent and the Borrower have agreed to the terms of such proposed amendment and (ii) the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Required Requisite Lenders.
(ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if . No replacement of a Term SOFR Transition Event and its related Benchmark with a Benchmark Replacement Date have occurred pursuant to this Section 4.2.(b)(i). will occur prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transition Start Date. No Derivatives Contract shall be deemed to be a “Loan Document; provided that ” for purposes of this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionSection 4.2.(b).
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required LendersLenders of each Class.
(ii) Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument and subject to the proviso below in this paragraph, solely with respect to a Loan denominated in Dollars, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
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Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior with respect to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything to . At any time that the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect administrator of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for all purposes hereunder the administrator or under any Loan Document in respect the administrator of such Benchmark setting pursuant to public statement or publication of information to be no longer representative of the underlying market and subsequent economic reality that such Benchmark settingsis intended to measure and that representativeness will not be restored, without (i) with respect to amounts denominated in Dollars, the Borrowers may revoke any amendment torequest for a borrowing of, conversion to or further action continuation of Advances to be made, converted or consent continued that would bear interest by reference to such Benchmark until the Company’s receipt of notice from the Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers will be deemed to have converted any other party to, this Agreement such request into a request for a borrowing of or any other Loan Document; provided that this clause conversion to Base Rate Advances and (ii) with respect to amounts denominated in any currency other than Dollars, the obligation of the Lenders to make or maintain Advances referencing such Benchmark in the affected currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)) and any outstanding loans in such currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be converted to Base Rate Advances in an amount equal to the Dollar Equivalent thereof. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be effective unless used in any determination of the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionBase Rate.
Appears in 1 contract
Samples: Credit Agreement (Interpublic Group of Companies, Inc.)
Benchmark Replacement. (ia) Notwithstanding anything to Upon the contrary herein or in any other Loan Document, if occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related Benchmark Replacement Date have occurred prior the Borrower may amend this Agreement to replace the Reference Time in respect of any setting of the then-then- current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if with a Benchmark Replacement is determined in accordance Replacement. Any such amendment with clause (a)(iii) of the definition of “respect to a Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date Administrative Agent has posted such proposed amendment to all Lenders and the Borrower, unless, prior to such time, the Required Lenders have delivered to the Administrative Agent written notice of that such Required Lenders object to such amendment on the basis that such Benchmark Replacement is not a prevailing reference rate for similar dollar denominated syndicated credit facilities; provided that (i) such Required Lenders shall not be entitled to object under this clause (a) to any Benchmark Replacement based on SOFR and (ii) such Required Lenders shall not be entitled to object under this clause (a) to any Benchmark Replacement that has become effective, or will substantially simultaneously become effective, with respect to any other Term Loan Tranche under this Agreement (but not the Lenders 20232024 Term Loans).
(b) At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower without may revoke any amendment torequest for a borrowing of, conversion to or further action continuation of applicable 20232024 Term Loans to be made, converted or consent continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of any other party to, this Agreement or any other Loan Document so long as notice from the Administrative Agent has not received, by such time, written notice of objection to such that a Benchmark Replacement from Lenders comprising has replaced such Benchmark, and, failing that, the Required LendersBorrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, with respect to the 20232024 Term Loans, the component of the Alternate Base Rate based upon the Benchmark will not be used in any determination of the Base Rate.
(iic) Notwithstanding In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time (in consultation with the Borrower) with respect to the 20322024 Term Loans and, notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related any amendments implementing such Benchmark Replacement Date have occurred prior Conforming Changes with respect to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement 20232024 Term Loans will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, become effective without any amendment to, or further action or consent of any other party toto this Agreement.
(d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement or Early Opt-in Election, this Agreement or any other Loan Document; provided that this clause as applicable, with respect to the Term Loans and (ii) shall the effectiveness of any Benchmark Replacement Conforming Changes with respect to the Term Loans. Any determination, decision or election that may be made by the Administrative Agent, the Required Lenders or the Borrower as expressly set forth in this Section 1.09 and the defined terms used herein, 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 1.09.
(e) At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR), and either (A) any tenor for such Benchmark is not be effective unless 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 Benchmark has delivered to the Lenders and the Borrower provided a Term SOFR Notice. For the avoidance public statement or publication of doubtinformation announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent shall may remove any tenor of such Benchmark that is unavailable or non-representative for such Benchmark (including Benchmark Replacement) settings 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 required 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 deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionreinstate such previously removed tenor.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the relevant then-current Benchmark, then (x) if a the relevant Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iii)(a) of the definition of “"Benchmark Replacement” " for such Benchmark Replacement Date, such Benchmark Replacement will replace such the relevant Benchmark for all purposes hereunder and under any Loan Document in respect of such relevant Benchmark setting and subsequent applicable relevant Benchmark settings without any amendment to, or further action or consent (subject to clause (y) below) of any other party to, this Agreement or any other Loan Document and (y) if a the relevant Benchmark Replacement is determined in accordance with either clause (a)(iiii)(b) or clause (ii), as applicable, of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such relevant Benchmark Replacement will replace such the relevant Benchmark for all purposes hereunder and under any Loan Document in respect of any the relevant Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such relevant Benchmark Replacement is provided to the Lenders and the Borrower Banks without any amendment to, or further action or consent of any other party to, 270134563 this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such relevant Benchmark Replacement from Lenders Banks comprising the Required Lenders.
(ii) Notwithstanding anything to Majority Banks. If the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related relevant Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmarkis Daily Simple SOFR, then the applicable Benchmark Replacement all interest payments will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower payable on a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionmonthly basis.
Appears in 1 contract
Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, , upon the occurrence of
(i) Notwithstanding anything to the contrary herein or in any other Loan Document, (and any Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 1.10(a)) if a Benchmark Transition Event or or, an Early Opt-in Election as applicable, the Agent and the Lead Borrower may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment will become effective or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting 9656966v810314033v12 at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Agent has posted such proposed to all and the Lead Borrower date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required LendersLenders of each Class. If an Unadjusted Benchmark Replacement Rate is SOFR Average, all interest payments will be on a monthly basis.
(ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Lead Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretionreasonable discretion (after consultation with the Lead Borrower).
Appears in 1 contract
Samples: Credit Agreement (Lands' End, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document:
(a) On March 5, if 2021, the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a Benchmark Transition Event public statement the future cessation or an loss of representativeness of overnight, 1-week, 1-month, 2-month, 3-month, 6-month and 12-month LIBOR tenor settings. On the earliest of (i) the date that all Available Tenors of LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (ii) June 30, 2023, and (iii) the Early Opt-in Election, as applicable, and its related Benchmark Replacement Effective Date have occurred prior to the Reference Time in respect of any setting of a SOFR Early Opt-in, if the then-current BenchmarkBenchmark is LIBOR, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any each other Loan Document in respect of any setting of such Benchmark setting on such day and all subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document and Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.
(i) Upon (x) the occurrence of a Benchmark Transition Event or (y) if a Benchmark Replacement is determined in accordance with determination by the Administrative Agent that neither of the alternatives under clause (a)(iii1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Dateare available, such the Benchmark Replacement will replace such the then-current Benchmark for all purposes hereunder and under any each other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required LendersLenders (and any such objection shall be conclusive and binding absent manifest error); provided that solely in the event that the then-current Benchmark at the time of such Benchmark Transition Event is not a SOFR-based rate, the Benchmark Replacement therefor shall be determined in accordance with clause (1) of the definition of “Benchmark Replacement” unless the Administrative Agent determines that neither of such alternative rates is available.
(ii) Notwithstanding anything to On the contrary herein or Early Opt-in any Effective Date in respect of an Other Rate Early Opt-in, the Benchmark Replacement will replace LIBOR for all purposes hereunder and under each other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time Document in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting on such day and all subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document; provided .
(c) At any time that this clause (ii) shall the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be effective unless restored, the Borrowers may revoke any Request for Borrowing, Conversion Notice or Rollover Notice of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ receipt of notice from the Administrative Agent that a Benchmark Replacement has delivered replaced such Benchmark, and, failing that, the Borrowers will be deemed to have converted any such request into a Request for Borrowing of or Conversion Notice to Alternate Base Rate Loans. During the Lenders period referenced in the foregoing sentence, the component of Alternate Base Rate based on the Benchmark will not be used in any determination of Alternate Base Rate.
(d) In connection with the implementation and the Borrower administration of a Term SOFR Notice. For the avoidance of doubtBenchmark Replacement, the Administrative Agent shall not will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement.
(e) The Administrative Agent will promptly notify the Borrowers and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be required made by the Administrative Agent pursuant to deliver this Section 4.8, including any determination with respect to a Term SOFR Notice after a Term SOFR Transition Event 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 do so be made in its sole discretiondiscretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 4.8.
(f) At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.
Appears in 1 contract
Samples: Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp. II)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 3.08), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iia) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything to . If the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmarkis Daily Simple SOFR, then the applicable Benchmark Replacement all interest payments will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower payable on a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionquarterly basis.
Appears in 1 contract
Benchmark Replacement. (i1) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or Event, an Early Opt-in Election or Other Benchmark Rate Election, as applicable, applicable and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (a)(iia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii2) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in the Other Documents (and any other Loan agreement executed in connection with an Interest Rate Hedge shall be deemed not to be an “Other Document” for purposes of this Section titled “Benchmark Replacement Setting”), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have havehas occurred prior to the Reference Time in respect of any setting of the then-then current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (a)(ii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Other Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to clause (y) below) of any other party to, this Agreement or any other Loan Other Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii3) of the definition of “Benchmark Replacement” or clause (2) of the definition of “Benchmark Replacement Adjustment” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Other Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Other Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.b)
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Virco MFG Corporation)
Benchmark Replacement. (ia) Notwithstanding anything to Upon the contrary herein or in any other Loan Document, if occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related Benchmark Replacement Date have occurred prior the Borrower may amend this Agreement to replace the Reference Time in respect of any setting of the then-then- current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if with a Benchmark Replacement is determined in accordance Replacement. Any such amendment with clause (a)(iii) of the definition of “respect to a Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date Administrative Agent has posted such proposed amendment to all Lenders and the Borrower, unless, prior to such time, the Required Lenders have delivered to the Administrative Agent written notice of that such Required Lenders object to such amendment on the basis that such Benchmark Replacement is not a prevailing reference rate for similar dollar denominated syndicated credit facilities; provided that (i) such Required Lenders shall not be entitled to object under this clause (a) to any Benchmark Replacement based on SOFR and (ii) such Required Lenders shall not be entitled to object under this clause (a) to any Benchmark Replacement that has become effective, or will substantially simultaneously become effective, with respect to any other Term Loan Tranche under this Agreement (but not the Lenders 2024 Term B-2 Loans).
(b) At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower without may revoke any amendment torequest for a borrowing of, conversion to or further action continuation of applicable 2024 Term B-2 Loans to be made, converted or consent continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of any other party to, this Agreement or any other Loan Document so long as notice from the Administrative Agent has not received, by such time, written notice of objection to such that a Benchmark Replacement from Lenders comprising has replaced such Benchmark, and, failing that, the Required LendersBorrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, with respect to the 2024 Term B-2 Loans, the component of the Alternate Base Rate based upon the Benchmark will not be used in any determination of the Base Rate.
(iic) Notwithstanding In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time (in consultation with the Borrower) with respect to the 2024 Term B-2 Loans and, notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related any amendments implementing such Benchmark Replacement Date have occurred prior Conforming Changes with respect to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement 2024 Term B-2 Loans will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, become effective without any amendment to, or further action or consent of any other party toto this Agreement.
(d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement or Early Opt-in Election, this Agreement or any other Loan Document; provided that this clause as applicable, with respect to the Term Loans and (ii) shall the effectiveness of any Benchmark Replacement Conforming Changes with respect to the Term Loans. Any determination, decision or election that may be made by the Administrative Agent, the Required Lenders or the Borrower as expressly set forth in this Section 1.09 and the defined terms used herein, 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 1.09.
(e) At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR), and either (A) any tenor for such Benchmark is not be effective unless displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be
Appears in 1 contract
Benchmark Replacement. Upon the occurrence of a Benchmark Transition Event, Lender and Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment will become effective at 5:00 p.m. (iChicago time) Notwithstanding on the fifth (5th) Business Day after Lxxxxx has posted such proposed amendment to Borrower so long as Lxxxxx has not received, by such time, written notice of objection thereto from Borrower. No such replacement will occur prior to the applicable Benchmark Transition Start Date. In connection with Term SOFR or the implementation of a Benchmark Replacement, Lender will have the right to make Benchmark Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for amendments implementing such Benchmark Replacement Date, such Benchmark Replacement Conforming Changes will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings become effective without any amendment to, or further action or consent of any other party to, to this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) Document. Lender will promptly notify Borrower of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect implementation of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the effectiveness of any Benchmark Conforming Changes. Lxxxxx will promptly notify Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to this Section. Any determination, decision or election that may be made by Lender pursuant to this Section will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without any amendment to, or further action or consent of from any other party to, to this Agreement or any other Loan Document so long Document, except, in each case, as the Administrative Agent has not received, by such time, written notice of objection expressly required pursuant to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) this Section. Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument (other than any Hedging Agreement), at any time, (i) if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark is a term rate (including Term SOFR) and either (1) any tenor for all purposes hereunder such Benchmark is not displayed on a screen or under any Loan Document other information service that publishes such rate from time to time as selected by Lender in respect its reasonable discretion, or (2) the regulatory supervisor for the administrator of such Benchmark setting and subsequent has provided a public statement or publication of information announcing that any tenor for such Benchmark settingsis or will be no longer representative, without any amendment to, or further action or consent then Lender may modify the definition of any other party to, this Agreement “Interest Period” (or any other Loan Document; provided similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor, and (b) if a tenor that this was removed pursuant to clause (a) above either (i) is subsequently displayed on a screen or information service for a Benchmark or (ii) shall not is not, or is no longer, subject to an announcement that it is or will no longer be effective unless representative for a Benchmark, then Lender may modify the Administrative Agent has delivered 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. Upon Borrower’s receipt of notice of the Lenders commencement of a Benchmark Unavailability Period, 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, Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Prime Rate Loans, and any outstanding affected SOFR Loans will be deemed to have been converted into Prime Rate Loans at the Borrower a end of the applicable Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionInterest Period.
Appears in 1 contract
Samples: Term Loan and Revolving Credit Agreement (Byline Bancorp, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if prior to the commencement of any Interest Period for a Eurodollar Borrowing the Agent determines (which determination shall be conclusive absent manifest error), or herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iia) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required LendersLenders notify the Agent (with a copy to the Borrower) that the Required Lenders have determined that:.
(i) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate, for any requested Interest Period, including, without limitation, because the Eurodollar Rate is not available or published on a current basis and such circumstances are unlikely to be temporary;
(ii) Notwithstanding anything the supervisor for the administrator of the Eurodollar Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement 105 identifying a specific date after which the Eurodollar Rate or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided, that, at the time of such statement, there is no successor administrator that is satisfactory to the contrary herein Agent, that will continue to provide the Eurodollar Rate after such specific date (such specific date, the “Scheduled Unavailability Date”); or
(iii) similar loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may amend this Agreement solely for the purpose of replacing the Eurodollar Rate in accordance with this Section 3.03 with (x) one (1) or more SOFR-Based Rates or (y) any other Loan Documentalternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, if in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Agent from time to time in its reasonable discretion in consultation with the Borrower and may be periodically updated (the “Adjustment” and, any such proposed rate, a Term SOFR Transition Event “LIBOR Successor Rate”), and its related Benchmark Replacement Date any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Agent shall have occurred prior posted such proposed amendment to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders (A) in the case of an amendment to replace the Eurodollar Rate with a Term SOFR Notice. For rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace the Eurodollar Rate with a rate described in clause (y), object to such amendment; provided, that for the avoidance of doubt, in the Administrative Agent case of clause (A), the Required Lenders shall not be required entitled to deliver object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a Term SOFR Notice after manner consistent with market practice; provided, that to the extent such market practice is not administratively feasible for the Agent, such LIBOR Successor Rate shall be applied in a Term SOFR Transition Event manner otherwise reasonably determined by the Agent. If no LIBOR Successor Rate has been determined and the circumstances under clause (a)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower and each Lender, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and the Eurodollar Rate component shall no longer be utilized in determining the Base Rate upon delivery of notice to the Borrower. Upon receipt of such notice, the Borrower may do so revoke any pending request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in its sole discretionthe amount specified therein. 106 Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than 0.75% for purposes of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Macy's, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark the USD LIBOR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkAdjusted LIBOR Rate for Dollars, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ib)(i) or (a)(iib)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such the then-current Benchmark with respect to Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiib)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(i) [reserved];
(ii) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Administrative Agent and the Administrative Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Administrative Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.11(a)(ii) will occur prior to the applicable Benchmark Transition Start Date.
(iii) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this clause (iii), if a Term SOFR RFR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark that is not a Term RFR, then the applicable Benchmark Replacement will replace the then-current such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the applicable Approved Currency setting and subsequent Benchmark settings, 1209502.04-CHISR02A - MSW without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (iiiii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Administrative Borrower a Term SOFR NoticeRFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR RFR Notice after a Term SOFR RFR Transition Event and may elect or not elect to do so in its sole discretion; provided, that, notwithstanding any other provision in this Agreement or any other Loan Document to the contrary, without the prior written consent of the Administrative Agent in its sole discretion, no Term RFR Transition Event shall cause (i) European Swingline Loans denominated in Dollars, GBP or Swiss francs to bear interest at a rate other than the Daily Simple RFR for such currency or (ii) the LC Participation Fee rate applicable to Letters of Credit denominated in GBP or Swiss francs to be calculated using an Applicable Margin other than the Applicable Margin relating to the Daily Simple RFR for such currency.
Appears in 1 contract
Samples: Credit Agreement (Novelis Inc.)
Benchmark Replacement. (i1) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 3.02(f)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-then- current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (a)(ii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Majority Lenders.
(ii2) Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement Term SOFR will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii2) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (Evolve Transition Infrastructure LP)
Benchmark Replacement. Upon the occurrence of a Benchmark Transition Event, Lender and Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment will become effective at 5:00 p.m. (iChicago time) Notwithstanding on the fifth (5th) Business Day after Xxxxxx has posted such proposed amendment to Borrower so long as Xxxxxx has not received, by such time, written notice of objection thereto from Borrower. No such replacement will occur prior to the applicable Benchmark Transition Start Date. In connection with Term SOFR or the implementation of a Benchmark Replacement, Lender will have the right to make Benchmark Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for amendments implementing such Benchmark Replacement Date, such Benchmark Replacement Conforming Changes will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings become effective without any amendment to, or further action or consent of any other party to, to this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) Document. Lender will promptly notify Borrower of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect implementation of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the effectiveness of any Benchmark Conforming Changes. Xxxxxx will promptly notify Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to this Section. Any determination, decision or election that may be made by Lender pursuant to this Section will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without any amendment to, or further action or consent of from any other party to, to this Agreement or any other Loan Document so long Document, except, in each case, as the Administrative Agent has not received, by such time, written notice of objection expressly required pursuant to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) this Section. Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument (other than any Hedging Agreement), at any time, (i) if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark is a term rate (including Term SOFR) and either (1) any tenor for all purposes hereunder such Benchmark is not displayed on a screen or under any Loan Document other information service that publishes such rate from time to time as selected by Lender in respect its reasonable discretion, or (2) the regulatory supervisor for the administrator of such Benchmark setting and subsequent has provided a public statement or publication of information announcing that any tenor for such Benchmark settingsis or will be no longer representative, without any amendment to, or further action or consent then Lender may modify the definition of any other party to, this Agreement “Interest Period” (or any other Loan Document; provided similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor, and (b) if a tenor that this was removed pursuant to clause (a) above either (i) is subsequently displayed on a screen or information service for a Benchmark or (ii) shall not is not, or is no longer, subject to an announcement that it is or will no longer be effective unless representative for a Benchmark, then Lender may modify the Administrative Agent has delivered 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. Upon Borrower’s receipt of notice of the Lenders commencement of a Benchmark Unavailability Period, 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, Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Prime Rate Loans, and any outstanding affected SOFR Loans will be deemed to have been converted into Prime Rate Loans at the Borrower a end of the applicable Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionInterest Period.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if the Administrative Agent determines that a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have Event has occurred prior with respect to the Reference Time in respect of Euro-Rate for any setting of Available Currency, the thenAdministrative Agent and the Borrowers may amend this Agreement to replace the Euro-current Benchmark, then (x) if Rate for such Available Currency with a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, Available Currency; and any such Benchmark Replacement amendment will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) time on the fifth (5th) Business Day after the date notice of Administrative Agent has provided such Benchmark Replacement is provided proposed amendment to the Lenders and the Borrower without any amendment toall Lenders, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Required Lenders.
. Until the Benchmark Replacement with respect to the Euro-Rate for any Available Currency is effective, each advance, conversion and renewal of a Loan in such Available Currency under the Euro-Rate Option will continue to bear interest with reference to the Euro-Rate for such Available Currency; provided however, during a Benchmark Unavailability Period with respect to any Available Currency (i) any pending selection of, conversion to or renewal of a Loan in such Available Currency bearing interest under the Euro-Rate Option that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of the Base Rate Option with respect to such Loan in the Dollar Equivalent amount of such Loan, (ii) Notwithstanding anything all outstanding Loans in such Available Currency bearing interest under the Euro-Rate Option shall automatically be (A) if in Dollars, converted to the contrary herein Base Rate Option at the expiration of the existing Interest Period (or in any other Loan Documentsooner, if Administrative Agent cannot continue to lawfully maintain such affected Loan under the Euro-Rate Option) (B) if in an Optional Currency, converted to a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to Loan in Dollars under the Reference Time Base Rate Option in respect the Dollar Equivalent amount of any setting such Loan at the expiration of the then-current Benchmarkexisting Interest Period (or sooner, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless if the Administrative Agent has delivered cannot continue to lawfully maintain such affected Loan under the Lenders Euro-Rate Option in such Optional Currency) and (iii) the Borrower a Term SOFR Notice. For component of the avoidance of doubt, Base Rate based upon the Administrative Agent shall Euro-Rate will not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so used in its sole discretionany determination of the Base Rate.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Commodity Hedging Agreements or Interest Rate Agreements shall be deemed not to be a “Loan Document” for purposes of this Section), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (xA) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(iia) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (yB) if a Benchmark Replacement is determined in accordance with clause (a)(iiib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Majority Lenders.
(ii) Notwithstanding anything to . If the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmarkis Adjusted Daily Simple SOFR, then the applicable Benchmark Replacement all interest payments will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this be payable on a monthly basis. MRC Energy Company Credit Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.118
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Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be a “Loan Document” for purposes of this Section 4.9.2), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (xA) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii1) of the definition of “Benchmark Replacement” for such Benchmark Benchmark, as applicable, with a Replacement Date, such Benchmark Replacement Replacement. Notwithstanding anything to the contrary in Section 13.3, any such amendment with respect to a Benchmark Transition Event (A) pursuant to any of clauses (i) through (v) above will become effective will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (yB) if a Benchmark Replacement is determined in accordance with clause (a)(iii2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) Central time on the fifth (5th) Business Day after the date Administrative Agent has posted or otherwise made available such proposed amendment to all Lenders and the Borrowerdate notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark amendmentBenchmark Replacement from Lenders comprising the Required Lenders.
Majority Lenders or (iiB) Notwithstanding anything pursuant to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement clause (vi) above will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, become effective without any amendment to, or further action or consent of any other party to, to this Agreement or any other Loan Document; provided on the date that this clause (ii) shall not be effective unless Lenders comprising the Majority Lenders have delivered to the Administrative Agent has delivered written notice that such Majority Lenders accept such amendment. No replacement of a Benchmark with a Benchmark Replacement pursuant to this subsection 4.9.2 will occur prior to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR applicable Benchmark Transition Event and may do so in its sole discretionStart Date.
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Quest Resource Holding Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related Benchmark Replacement Date have occurred prior the Borrower may amend this Agreement to replace the Reference Time in respect of any setting of the then-current Benchmark, then (x) if LIBO Rate and LIBOR with a Benchmark Replacement is determined in accordance Replacement. Any such amendment with clause (a)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if to a Benchmark Replacement is determined in accordance with clause (a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to the all Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
Lenders that such Required Lenders (iiA) Notwithstanding anything in the case of an amendment to replace the LIBO Rate and LIBOR with a SOFR-Based Rate, object to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior Adjustment; or (B) in the case of an amendment to replace the Reference Time in respect of any setting of the then-current Benchmark, then the applicable LIBO Rate and LIBOR with a Benchmark Replacement will replace the thenthat is not a SOFR-current Benchmark for all purposes hereunder or under any Loan Document in respect of Based Rate, object to such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Documentamendment; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. 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 accept such amendment. No replacement of the LIBO Rate and LIBOR with a Benchmark Replacement pursuant to this Section 2.8(c) will occur prior to the applicable Benchmark Transition Start Date. Notwithstanding anything else herein, any definition of Benchmark Replacement shall not provide that in no event shall such Benchmark Replacement be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionless than 1.00% for purposes of this Agreement.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark the USD LIBOR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkAdjusted Eurocurrency Rate for dollars, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(ib)(1) or (a)(iib)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such the then-current Benchmark with respect to obligations under any Loan Document, interest, fees, commissions or other amounts denominated in, or calculated with respect to, dollars for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iiib)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at setting, on the sixth (6th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders (without any amendment to, or after further action or consent of any other party to, this Agreement or any other Loan Document), so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such timeLenders, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Other Benchmark Rate Election, as applicable, with respect to any Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event or an Other Benchmark Rate Election, as applicable, will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.24(a) will occur prior to the applicable Benchmark Transition Start Date.
(iii) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR RFR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark consisting of a Daily Simple RFR (including a Daily Simple RFR implemented as a Benchmark Replacement pursuant to Section 2.24(a)(i) or (a)(ii)) for the applicable Currency, then the applicable Benchmark Replacement will replace the then-current such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the applicable Currency setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (iiiii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR NoticeRFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR RFR Notice after a Term SOFR RFR Transition Event and may elect or not elect to do so in its sole discretion.
(iv) No Hedging Agreement shall constitute a “Loan Document” for purposes of this Section 2.24.
Appears in 1 contract
Samples: Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with a Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section titled “Benchmark Replacement Setting”2.14), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark for any Currency, then (x) if a Benchmark Replacement is determined in accordance with (A) in the case of USD LIBORTerm SOFR, clause (a)(ia) or (a)(iibi) and (B) in the case of €STR or XXXXX, clause (1b)(i), in either case, of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with (A) in the case of USD LIBORTerm SOFR, clause (a)(iiica)(ii) and (B) in the case of €STR or XXXXX, clause (b)(ii), in either case, of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument and subject to the proviso below in this paragraph, if a Term SOFR RFR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark consisting of a Daily Simple RFR for the applicable Currency, then the applicable Benchmark Replacement will replace the then-current such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the applicable Currency setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR NoticeRFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR RFR Notice after a Term SOFR RFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (Integral Ad Science Holding Corp.)
Benchmark Replacement. (ia) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the theany then-current Benchmark, then (xxA) if a Benchmark Replacement is determined in accordance with clause (a)(i1i)(A) or (a)(iiii)(B) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (yyB) if a Benchmark Replacement is determined in accordance with clause (a)(iii2i)(B), (ii)(B) or (iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City CityToronto time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Majority Lenders.
(ii) Notwithstanding anything to If the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior is based upon Daily Simple SOFR, all interest payments on Benchmark Loans which bear interest with reference to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement such rate will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower payable on a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretionquarterly basis.
Appears in 1 contract
Samples: Credit Agreement (Ovintiv Inc.)
