Common use of Flip Forward Clause in Contracts

Flip Forward. 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 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 Term SOFR plus the Term SOFR Adjustment 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 Section 2.11(c)(ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. Notwithstanding anything contained herein to the contrary, 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. For the avoidance of doubt, any applicable provisions set forth in this Section 2.11(c) shall apply with respect to any Term SOFR transition pursuant to this Section 2.11(c)(ii) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the provisions set forth in Sections 2.11(c)(iii) and 2.11(c)(vii).

Flip Forward. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraphclause (ii), if a Revolving Term SOFR Transition Event and its related Revolving Benchmark Replacement Date have occurred prior to the Revolving Reference Time in respect of any setting of the then-current Revolving Benchmark, then Revolving Term SOFR plus the Revolving Term SOFR Adjustment will replace the then-current Revolving Benchmark for all purposes hereunder or under any Loan Document in respect of such Revolving Benchmark setting and subsequent Revolving 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 Section 2.11(c)(iiclause (ii) shall not be effective unless the Revolving Administrative Agent has delivered delivered, with the consent of the Company, to the Revolving Lenders and the Borrower Company a Revolving Term SOFR Notice. Notwithstanding anything contained herein to the contrary, the Revolving Administrative Agent shall not be required to deliver a Revolving Term SOFR Notice after a Revolving Term SOFR Transition Event and may do so in its sole discretion. For the avoidance of doubt, any applicable provisions set forth in this Section 2.11(c2.13(c) shall apply with respect to any Revolving Term SOFR transition pursuant to this Section 2.11(c)(iiclause (ii) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the provisions set forth in Sections 2.11(c)(iiiclauses (iii) and 2.11(c)(vii(vii) of this Section 2.13(c).

Flip Forward. 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 Transition Event and its related Benchmark Replacement Term SOFR Transition Event Effective Date have occurred prior to the Reference Time reference time in respect of any setting of the then-current Benchmark, then Term SOFR plus the Term SOFR Adjustment will replace the then-current Benchmark for all purposes hereunder or under any of the Term Loan Document A Facility and the Revolving Credit Facility only 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 Section 2.11(c)(iiclause (iii) shall not be effective unless the applicable Administrative Agent has delivered to the applicable Lenders and the Borrower Borrowers a Term SOFR Notice. Notwithstanding anything contained herein to the contrary, the applicable 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. For the avoidance of doubt, any applicable provisions set forth in this Section 2.11(c2.16(b)(iii) shall apply with respect to any Term SOFR transition pursuant to this Section 2.11(c)(iiparagraph (iii) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the provisions set forth in Sections 2.11(c)(iiiclauses (iv) and 2.11(c)(vii(viii).

Flip Forward. 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 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 Term SOFR plus the Term SOFR Adjustment 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 Section 2.11(c)(ii2.10(c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. Notwithstanding anything contained herein to the contrary, 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. For the avoidance of doubt, any applicable provisions set forth in this Section 2.11(c) 2.10 shall apply with respect to any Term SOFR transition pursuant to this Section 2.11(c)(ii2.10(c) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the provisions set forth in Sections 2.11(c)(iiiSection 2.10(d) and 2.11(c)(vii)Section 1.3.

Flip Forward. Notwithstanding anything to the contrary herein or in any other Liquidity Loan Document Note 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 Term SOFR plus the Term SOFR Adjustment applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Liquidity Loan Document Note 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 Liquidity Loan Document, Note; provided that, this Section 2.11(c)(ii4.09(c) shall not be effective unless the Administrative Agent has delivered to the Lenders Liquidity Banks and the Borrower BAFC a Term SOFR Notice. Notwithstanding anything contained herein to the contrary, 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. For the avoidance of doubt, any applicable provisions set forth in this Section 2.11(c) 4.09 shall apply with respect to any Term SOFR transition pursuant to this Section 2.11(c)(ii4.09(c) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the provisions set forth in Sections 2.11(c)(iiiSection 4.09(d) and 2.11(c)(vii)Section 1.02.

Flip Forward. 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 Transition Event and its related Benchmark Replacement Term SOFR Transition Event Effective Date have has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then Term SOFR plus the Term SOFR Adjustment 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 Section 2.11(c)(ii2.19(f) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. Notwithstanding anything contained herein to the contrary, 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. For the avoidance of doubt, any applicable provisions set forth in this Section 2.11(c) 2.19 shall apply with respect to any Term SOFR transition pursuant to this Section 2.11(c)(ii2.19(f) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the provisions set forth in Sections 2.11(c)(iii) and 2.11(c)(viiSection 2.19(c).

Flip Forward. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraphclause, if a Term SOFR Transition Event and its related Benchmark Replacement Term SOFR Transition Event Effective Date have occurred prior to the Reference Time reference time in respect of any setting of the then-current Benchmark, then Term SOFR plus the Term SOFR Adjustment 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 Section 2.11(c)(iiclause (iii) shall not be effective unless the Administrative Agent has delivered to the Lenders Banks and the Borrower Co-Borrowers a Term SOFR Notice. Notwithstanding anything contained herein to the contrary, 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. For the avoidance of doubt, any applicable provisions set forth in this Section 2.11(c) 4.06 shall apply with respect to any Term SOFR transition pursuant to this Section 2.11(c)(iiclause (iii) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the provisions set forth in Sections 2.11(c)(iiiclauses (iv) and 2.11(c)(vii).(vii) of this Section 4.06. 4812-0911-1547, v. 7

Flip Forward. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, 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 Term SOFR plus the Term SOFR Adjustment 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 Section 2.11(c)(ii2.11(c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. Notwithstanding anything contained herein to the contrary, 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. For the avoidance of doubt, any applicable provisions set forth in this Section 2.11(c) 2.11 shall apply with respect to any Term SOFR transition pursuant to this Section 2.11(c)(ii2.11(c) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the provisions set forth in Sections 2.11(c)(iiiSection 2.11(d) and 2.11(c)(vii)Section 1.3.

Flip Forward. Notwithstanding anything to the contrary herein or in any other Loan Transaction Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Term SOFR Transition Event Effective Date have occurred prior to the Reference Time reference time in respect of any setting of the then-current Benchmark, then Term SOFR plus the Term SOFR Adjustment 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 Section 2.11(c)(iiclause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders Facility Agents and the Borrower a Term SOFR Notice. Notwithstanding anything contained herein to the contrary, 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. For the avoidance of doubt, any applicable provisions set forth in this Section 2.11(c) 2.14 shall apply with respect to any Term SOFR transition pursuant to this Section 2.11(c)(iiparagraph (c) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the provisions set forth in Sections 2.11(c)(iiiclauses (d) of this Section 2.14 and 2.11(c)(vii)in Section 1.04.

Flip Forward. 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 Transition Event and its related Benchmark Replacement Term SOFR Transition Event Effective Date have occurred prior to the Reference Time reference time in respect of any setting of the then-current Benchmark, then Term SOFR plus the Term SOFR Adjustment will replace the then-current Benchmark for all purposes hereunder or under any of the Term Loan Document A Facility and the Revolving Credit Facility only 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 Section 2.11(c)(iiclause (iii) shall not be effective unless the applicable Administrative Agent has delivered to the applicable Lenders and the Borrower Borrowers a Term SOFR Notice. Notwithstanding anything contained herein to the contrary, the applicable 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. For the avoidance of doubt, any applicable provisions set forth in this Section 2.11(c2.16(b)(iii) shall apply with respect to any Term SOFR transition pursuant to this Section 2.11(c)(iiparagraph (iii) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the provisions set forth in Sections 2.11(c)(iiiclauses (iv) and 2.11(c)(vii(viii) of this Section 2.16(b).

Flip Forward. 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 Transition Event and its related Benchmark Replacement Term SOFR Transition Event Effective Date have occurred prior to the Reference Time reference time in respect of any setting of the then-current Benchmark, then Term SOFR plus the Term SOFR Adjustment 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 Section 2.11(c)(iiclause (b) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. Notwithstanding anything contained herein to the contrary, 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. For the avoidance of doubt, any applicable provisions set forth in this Section 2.11(c) 4.10 shall apply with respect to any Term SOFR transition pursuant to this Section 2.11(c)(iiparagraph (c) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the provisions set forth in Sections 2.11(c)(iiiclauses (d) of this Section 4.10 and 2.11(c)(vii)Section 13.19.

Flip Forward. Notwithstanding anything to the contrary herein or in any other Loan Transaction Document and subject to the proviso below in this paragraphsubsection, if a Term SOFR Transition Event and its related Benchmark Replacement Term SOFR Transition Event Effective Date have occurred prior to the Reference Time reference time in respect of any setting of the then-current Benchmark, then Term SOFR plus the Term SOFR Adjustment 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 Section 2.11(c)(iisubsection (c) shall not be effective unless the Administrative Agent Purchaser has delivered to the Lenders and the Borrower Sellers Agent a Term SOFR Notice. Notwithstanding anything contained herein to the contrary, the Administrative Agent Purchaser shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. For the avoidance of doubt, any applicable provisions set forth in this Section 2.11(c) Clause 4.5 shall apply with respect to any Term SOFR transition pursuant to this Section 2.11(c)(iisubsection (c) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the provisions set forth in Sections 2.11(c)(iiisubsections (d) and 2.11(c)(vii)(h) of this Clause 4.5.

Flip Forward. 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 Transition Event and its related Benchmark Replacement Term SOFR Transition Event Effective Date have occurred prior to the Reference Time reference time in respect of any setting of the then-current Benchmark, then Term SOFR plus the Term SOFR Adjustment 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 Section 2.11(c)(iiclause (iii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. Notwithstanding anything contained herein to the contrary, 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. For the avoidance of doubt, any applicable provisions set forth in this Section 2.11(c) shall apply with respect to any Term SOFR transition pursuant to this Section 2.11(c)(iiclause (iii) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the provisions set forth in Sections 2.11(c)(iiiclauses (iv) and 2.11(c)(vii(vii) of this Section 2.11(c).

Flip Forward. 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 Transition Event and its related Benchmark Replacement Term SOFR Transition Event Effective Date have occurred prior to the Reference Time reference time in respect of any setting of the then-current Benchmark, then Term SOFR plus the Term SOFR Adjustment 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 Section 2.11(c)(iiclause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. Notwithstanding anything contained herein to the contrary, 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. For the avoidance of doubt, any applicable provisions set forth in this Section 2.11(c) 3.17 shall apply with respect to any Term SOFR transition pursuant to this Section 2.11(c)(iiparagraph (c) as if such forward-looking term rate was initially determined in accordance herewith including, without limitation, the provisions set forth in Sections 2.11(c)(iiiclauses (d) and 2.11(c)(vii)(h) of this Section 3.17.