Term SOFR Transition. If (i) a Benchmark Replacement Date has occurred and the applicable Benchmark Replacement on such Benchmark Replacement Date is a Benchmark Replacement other than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR and (iii) Buyer determines (in its sole discretion) that such forward looking term rate is administratively feasible for Buyer, then Buyer may (in its sole discretion) provide Seller with written notice (a “Term SOFR Transition Event”) 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 (1) of the definition of “Benchmark Replacement”; 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 Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement 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 under this Agreement or under any other Transaction Document in respect of 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 Transaction Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Article 3(g) shall apply with respect to such election of Buyer 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 Article 3(g)(ii).
Term SOFR Transition. (g) . Pursuant to Section 3.09(b) of the Existing Credit Agreement, a copy of the Amended Credit Agreement (as defined below) has been made available to Lenders via DebtDomain on November 15, 2022 at 10:12 a.m. New York time (the “Notice Date”). As of the date hereof, which is the sixth Business Day after the Notice Date, the Administrative Agent has not received any written notice of objection to the amendments contemplated by the Amended Credit Agreement from Lenders comprising the Required Lenders. As a result (i) Term SOFR will replace the Eurodollar Rate for all purposes under the Credit Agreement and under any Loan Document and (ii) Benchmark Replacement Conforming Changes (as defined in the Existing Credit Agreement) will be implemented on the Second Amendment Effective Date as contemplated in this Second Amendment.
Term SOFR Transition. Event Notwithstanding anything to the contrary herein or in any other Credit Document and subject to the proviso below in this clause (vii), 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 (i) the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Credit Document in respect of such Benchmark setting (the“Secondary Term SOFR Conversion Date”) and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document; and (ii) Loans outstanding on the Secondary Term SOFR Conversion Date bearing interest based on the then-current Benchmark shall be deemed to have been converted to Loans bearing interest at the Benchmark Replacement with a tenor approximately the same length as the interest payment period of the then-current Benchmark; provided that, this clause (vii) shall not be effective unless the Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the 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.
Term SOFR Transition. (a) Notwithstanding anything to the contrary herein or in any other Loan Document, if the Administrative Agent determines a Term SOFR Transition Event and its related Term SOFR Replacement Date have occurred in respect of any setting of the then-current Term SOFR Reference Rate, then (x) if a Term SOFR Replacement is determined in accordance with clause (1) of the definition of “Term SOFR Replacement” for such Term SOFR Replacement Date, such Term SOFR Replacement will replace Term SOFR for all purposes hereunder and under any Loan Document in respect of such Term SOFR setting and subsequent Term SOFR 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 Term SOFR Replacement is determined in accordance with clause (2) of the definition of “Term SOFR Replacement” for such Term SOFR Replacement Date, such Term SOFR Replacement will replace Term SOFR for all purposes hereunder and under any Loan Document in respect of any Term SOFR setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Term SOFR Replacement is provided to the Lenders 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 Term SOFR Replacement from the Majority Lenders. If the Term SOFR Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.
