Term SOFR Notification Sample Clauses

Term SOFR Notification. The interest rate on Term SOFR Advances is determined by reference to the Adjusted Term SOFR Screen Rate, which is derived from Term SOFR. Section 5.3 provides a mechanism for (a) determining an alternative rate of interest if Term SOFR is no longer available or in the other circumstances set forth in Section 5.3, and (b) modifying this Agreement to give effect to such alternative rate of interest. The Agent 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 Term SOFR or other rates in the definition of Adjusted Term SOFR Screen Rate or with respect to any alternative or successor rate thereto, or replacement rate thereof (including any Benchmark Replacement), including without limitation, whether any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 5.3, will have the same value as, or be economically equivalent to, the Adjusted Term SOFR Screen Rate. The Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Base Rate, Term SOFR, the Adjusted Term SOFR Screen Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Adjusted Term SOFR Screen Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Bank or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Term SOFR Notification. [Benchmark Replacement Setting] of this Agreement provides a mechanism for determining an alternative rate of interest in the event that the Term SOFR Rate is no longer available or in certain other circumstances. The Administrative Agent 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 Term SOFR Rate or with respect to any alternative or successor rate thereto, or replacement rate therefor.

Term SOFR Notification. Section 4.4(d) [Benchmark Replacement Setting] of this Agreement provides a mechanism for determining an alternative rate of interest in the event that any Benchmark is no longer available or in certain other circumstances. The Administrative Agent does not warrant or accept any responsibility for and shall not have any liability with respect to, (a) the administration, submission or any other matter related to, any Benchmark or any component definition thereof or rates referred to in the definition thereof, or any alternative or successor rate thereto, or replacement rate therefor (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, such Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower or any other person or entity. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Term SOFR Notification. The interest rate on Loans is determined by reference to Term SOFR. Section 3.l(a) provides a mechanism for (a) determining an alternative rate of interest if Term SOFR is no longer available or in the other circumstances set forth in Section 3.l(a), and (b) modifying this Agreement to give effect to such alternative rate of interest. The Agent 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 Term SOFR or with respect to any alternative or successor rate thereto, or replacement rate thereof (including any Benchmark replacement), including without limitation, whether any such alternative, successor or replacement reference rate (including any Benchmark replacement), as it may or may not be adjusted pursuant to Section 3.l(a), will have the same value as, or be economically equivalent to, the rate as of the Closing Date. The Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Term SOFR and any alternative, successor or replacement rate (including any Benchmark replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Bank or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Term SOFR Notification. 36 ARTICLE II

Term SOFR Notification. 34 Section 1.7 Additional Alternative Currencies; Daily Simple SOFR ......................... 34 ARTICLE II

Term SOFR Notification. Section 3.03 of this Agreement provides a mechanism for determining an alternative rate of interest in the event that the Adjusted Term SOFR Rate is no longer available or in certain other circumstances. The Administrative Agent 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 Adjusted Term SOFR Rate or with respect to any alternative or successor rate thereto, or replacement rate therefor. ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS 2.01 Commitments. (a) [Reserved] (b) Term Loan A-1. Subject to the terms and conditions set forth herein, each Lender severally agrees to make its portion of a term loan (the “Term Loan A-1”) to the Borrower in Dollars, on the Closing Date, in an aggregate amount not to exceed such ▇▇▇▇▇▇’s Term Loan A-1 Commitment; it being understood that the Term Loan A-1 must be drawn in one Borrowing. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. The Term Loan A-1 may be composed of Base Rate Loans, Term SOFR Rate Loans or Daily Simple SOFR Rate Loans, or a combination thereof, as further provided herein.

Term SOFR Notification. Section 4.4(d) [Benchmark Replacement Setting] of this Agreement provides a mechanism for determining an alternative rate of interest in the event that the Term SOFR Rate is no longer available or in certain other circumstances. The Administrative Agent 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 Term SOFR Rate or with respect to any alternative or successor rate thereto, or replacement rate therefor.” 1.06 Reference is hereby made to Schedule 1.1(A) of the Loan Agreement. Said Schedule 1.1(A) is hereby deleted in its entirety and replaced with the definition of “Applicable Margin”. 1.07 Reference is hereby made to Schedule 1.1(B) Part 2 of the Loan Agreement. Said Schedule 1.1(B) Part 2 is hereby amended and restated as follows: “Part 2 - Addresses for Notices to Borrower and Guarantors: Name: PNC Bank, National Association ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇ ▇’▇▇▇▇▇▇ Telephone: [***] Telecopy: [***] Agency Services, PNC Bank, National Association Mail Stop: P7-PFSC-04-I Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Agency Services Telephone: [***] Telecopy: [***] Name: Pegasystems Inc. Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Stathi Kouninis, Chief Accounting Officer and Vice President, Finance Telephone: [***] Email : [***] Name: Pegasystems Worldwide Inc. Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Stathi Kouninis, Chief Accounting Officer and Vice President, Finance Telephone: [***] Email : [***] Name: Antenna Software, LLC Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Stathi Kouninis, Chief Accounting Officer and Vice President, Finance Telephone: [***] Email : [***] Name: Pega Government LLC Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Stathi Kouninis, Chief Accounting Officer and Vice President, Finance Telephone: [***] Email : [***] 1.08 Reference is hereby made to Section 2.5 of the Loan Agreement. Said Section 2.5 is hereby amended and restated as follows:

Term SOFR Notification. 28 Section 1.4 Divisions ....................................................................................................................29 SECTION 2. THE CREDITS. ......................................................................................................29 Section 2.1 The Commitments and the Loans ...............................................................................29