Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b)), but without limiting Section 2.16(a) above, if the Administrative Agent reasonably determines (which determination shall be conclusive and binding on all parties hereto absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative Agent, then on a date and time determined by the Administrative Agent (the “Tranche Rate Replacement Date”), but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of business. (ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each month. (iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably determines that the Successor Rate designated in Section 2.16(b)(i) above is not available or administratively feasible prior to the Tranche Rate Replacement Date, or if any of the circumstances described in the initial paragraph of this Section 2.16(b) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers may amend this Agreement solely for the purpose of replacing the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion. Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment shall become effective on the date set forth in a written notice provided by the Administrative Agent to the Borrowers and Lenders (such date to be five (5) or more Business Days after the date of such notice) unless the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice. (iv) The Administrative Agent will promptly (in one or more notices) notify the Borrowers and Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. (v) In connection with the use, implementation and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii) below), the Administrative Agent will have the right, in consultation with the Borrowers, 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; provided that the Administrative Agent shall provide notice of such Conforming Changes to the Borrowers and Lenders reasonably promptly after such amendment becomes effective. (vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. (vii) Notwithstanding anything to the contrary contained herein, if, after the Closing Date, the Borrowers enter into a Master Agreement with respect to all or part of an advance (a “Swapped Portion”) and the floating interest rate under the Master Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers amend such Master Agreement to include, or terminate such Master Agreement and enter into a new Master Agreement with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a Spread Adjustment, if applicable) hereunder without consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunder, and (B) the Administrative Agent shall provide written notice thereof to the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Fortegra Group, Inc), Credit Agreement (Tiptree Inc.)
Tranche Rate Replacement. (ia) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Hedging Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b))2.16, but without limiting Section 2.16(a) above2.14, if the Administrative Agent reasonably determines (which determination shall be conclusive and binding on all parties hereto absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii2.14(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative Agent, then on a date and time determined by the Administrative Agent (the “Tranche Rate Replacement Date”)Agent, but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of businessSOFR.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each month.
(iiib) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably determines that the Successor Rate designated in Section 2.16(b)(i2.16(a) above is not available or administratively feasible prior to the Tranche Rate Replacement Datefeasible, or if any of the circumstances described in the initial paragraph of this Section 2.16(b) 2.16 with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers Borrower may amend this Agreement solely for the purpose of replacing the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b) 2.16 with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion. .
(c) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable in arrears on the last Business Day of each quarter.
(d) Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment shall become effective on the date set forth in a written notice provided by the Administrative Agent to the Borrowers Borrower and Lenders (such date to be five (5) or more Business Days after the date of such notice) unless the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
. For the avoidance of doubt, from and after such date, (ivx) The Administrative Agent will promptly (in one or more notices) notify all Tranche Rate Loans shall bear interest at the Borrowers and Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practiceplus the Applicable Margin; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
and (vy) In connection with the use, implementation all references herein and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii) below), the Administrative Agent will have the right, in consultation with the Borrowers, 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 Documents to this Agreement; provided that the Administrative Agent “Tranche Rate” shall provide notice of such Conforming Changes mean and refer to the Borrowers and Lenders reasonably promptly after such amendment becomes effectiveSuccessor Rate.
(vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
(vii) Notwithstanding anything to the contrary contained herein, if, after the Closing Date, the Borrowers enter into a Master Agreement with respect to all or part of an advance (a “Swapped Portion”) and the floating interest rate under the Master Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers amend such Master Agreement to include, or terminate such Master Agreement and enter into a new Master Agreement with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a Spread Adjustment, if applicable) hereunder without consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunder, and (B) the Administrative Agent shall provide written notice thereof to the Lenders.
Appears in 1 contract
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Agreement shall be deemed not to be a and, for the avoidance of doubt, “Loan DocumentDocuments” for purposes of this Section 2.16(b)shall not include any Secured Hedge Agreement), but without limiting Section 2.16(a3.03(a) above, if the Administrative Agent reasonably determines (which determination shall be conclusive and binding on all parties hereto absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii3.03(a)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative Agent, then on a date and time determined by the Administrative Agent Agent, in consultation with the Borrower, (the “Tranche Rate Replacement Date”), but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of businessSOFR.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each every calendar month.
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably determines that the Successor Rate designated in Section 2.16(b)(i) above Daily Simple SOFR is not available or and administratively feasible prior to the Tranche Rate Replacement Date, or if any of the circumstances described in the initial paragraph of this Section 2.16(b3.03(b)(i) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers the Borrower may amend this Agreement solely for the purpose of replacing the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b3.03(b) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent and the Borrower from time to time in its their reasonable discretion. Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment shall become effective on the date set forth in a written notice provided by the Administrative Agent to the Borrowers Borrower and Lenders (such date to be five (5) or more Business Days after the date of such notice) unless the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
(iv) The Administrative Agent will promptly (in one or more notices) notify the Borrowers Borrower and the Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent, in consultation with the Borrower.
(v) In connection with the use, implementation and administration of a Tranche Successor Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii) below), the Administrative Agent will have the rightAgent, in consultation with the BorrowersBorrower, will have the right to make Conforming Changes from time to time and, notwithstanding anything to the CHAR1\1970297v6 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; provided that the Administrative Agent shall provide notice of such Conforming Changes to the Borrowers Borrower and Lenders reasonably promptly after such amendment becomes effective.
(vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Index Floor, the Successor Rate will be deemed to be the Index Floor for the purposes of this Agreement and the other Loan Documents.
(vii) 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 Tranche Rate or any Successor Rate, including the selection of such rate, any related Spread Adjustment, or any Conforming Changes, or whether the composition or characteristics of any Successor Rate and Spread Adjustment or Conforming Changes will be similar to, or produce the same value or economic equivalence of, the initial Tranche Rate.
(viii) Notwithstanding anything to the contrary contained herein, if, after the Closing Date, the Borrowers enter Borrower enters into a Master Secured Hedge Agreement with respect to all or part of an advance (a “Swapped Portion”) Tranche Rate Loan and the floating interest rate under the Master Secured Hedge Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers the Borrower may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers the Borrower amend such Master Secured Hedge Agreement to include, or terminate such Master Secured Hedge Agreement and enter into a new Master Secured Hedge Agreement with, a floating interest rate thereunder of Term SOFRthe original Tranche Rate, then the Administrative Agent and Borrowers the Borrower may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR the original Tranche Rate (and a Spread Adjustment, if applicable) hereunder without consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, such rate shall be a Successor Rate hereunder, and (B) the Administrative Agent shall provide written notice thereof to the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Portillo's Inc.)
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Agreement Rate Contract shall be deemed not to be a “"Loan Document” " for purposes of this Section 2.16(b2.5(c)), but without limiting Section 2.16(a2.5(b) above, if the Administrative Agent reasonably Lender determines (which determination shall be conclusive and binding on all parties hereto Borrower absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii2.5(b)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator Lender has made a public statement identifying a specific date (the “"Scheduled Unavailability Date”") after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative AgentXxxxxx, then on a date and time determined by the Administrative Agent (the “Tranche Rate Replacement Date”)Xxxxxx, but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus (the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower"Successor Rate"); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of business.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each month.
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably Lender determines that the Successor Rate designated in Section 2.16(b)(i2.5(c)(i) above is not available or administratively feasible prior to the Tranche Rate Replacement Datefeasible, or if any of the circumstances described in the initial paragraph of this Section 2.16(b2.5(c)(i) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers Lender may amend this Agreement solely for the purpose of replacing replace the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b2.5(c) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent Lender from time to time in its reasonable discretion. .
(iii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on a quarterly basis.
(iv) Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment Successor Rate shall become effective on the date set forth in a written notice provided by the Administrative Agent Lender to the Borrowers and Lenders Borrower (such date to be five (5) or more Business Days after the date of such notice), and, for the avoidance of doubt, from and after such date (i) unless all Tranche Rate Loans shall bear interest at the Required Lenders have provided written notice of their objection Successor Rate plus the Applicable Margin; and (ii) all references herein and in any other Loan Documents to such amendment on or before "Tranche Rate" shall mean and refer to the fifth Business Day after the Administrative Agent provides such notice.
(iv) The Administrative Agent will promptly (in one or more notices) notify the Borrowers and Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
(v) In connection with the use, implementation and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii) below), the Administrative Agent will have the right, in consultation with the Borrowers, 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; provided that the Administrative Agent shall provide notice of such Conforming Changes to the Borrowers and Lenders reasonably promptly after such amendment becomes effective.
(vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Index Floor, the Successor Rate will be deemed to be the Index Floor for the purposes of this Agreement and the other Loan Documents. Further, if the interest rate to be replaced is rounded upwards to the next 1/8th of 1% under the terms of this Agreement or any Loan Document, the Successor Rate shall also be rounded up to the next 1/8th; provided further that this provision governing rounding shall not apply if Borrower has a Rate Contract in effect with respect to all or part of an Advance.
(vi) Lender 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 Tranche Rate or any Successor Rate, including the selection of such rate, any related Spread Adjustment, or any Conforming Changes, or whether the composition or characteristics of any Successor Rate and Spread Adjustment or Conforming Changes will be similar to, or produce the same value or economic equivalence of, the initial Tranche Rate.
(vii) Notwithstanding anything to the contrary contained herein, if, after the Closing Date, the Borrowers enter Borrower enters into a Master Agreement Rate Contract with respect to all or part of an advance (a “Swapped Portion”) Tranche Rate Loan and the floating interest rate under the Master Agreement Rate Contract is Daily Simple SOFR, the Administrative Agent and Borrowers Lender may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without the consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent Lender and Borrowers Borrower amend such Master Agreement Rate Contract to include, or terminate such Master Agreement Rate Contract and enter into a new Master Agreement Rate Contract with, a floating interest rate thereunder of Term SOFRthe original Tranche Rate, then the Administrative Agent and Borrowers Lender may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR the original Tranche Rate (and a Spread Adjustment, if applicable) hereunder without the consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, such rate shall be a Successor Rate hereunder, and (B) the Administrative Agent Lender shall provide written notice thereof to the LendersBorrower.
Appears in 1 contract
Samples: Credit Agreement (Lincoln Educational Services Corp)
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Agreement Rate Contract shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b4.04(c)), but without limiting Section 2.16(a4.04(b) above, if the Administrative Agent reasonably Lender determines (which determination shall be conclusive and binding on all parties hereto Borrower absent manifest error) that any of the circumstances described 37 in Section 2.16(a)(i)-(iii4.04(b)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent Lender or such administrator has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative AgentLender, then on a date and time determined by the Administrative Agent Lender (the “Tranche Rate Replacement Date”), but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of businessSOFR.
(iii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each montha monthly basis.
(iiiii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably Lender determines that the Successor Rate designated in Section 2.16(b)(i) above Daily Simple SOFR is not available or and administratively feasible prior to the Tranche Rate Replacement Date, or if any of the circumstances described in the initial paragraph of this Section 2.16(b4.04(b)(i) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers Lender may amend this Agreement solely for the purpose of replacing the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b4.04(c) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent Lender from time to time in its reasonable discretion. Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment shall become effective on the date set forth in a written notice provided by the Administrative Agent Lender to the Borrowers and Lenders Borrower (such date to be five (5) or more Business Days after the date of such notice) unless the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice).
(iviii) The Administrative Agent Lender will promptly (in one or more notices) notify the Borrowers and Lenders Borrower of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative AgentLender, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative AgentLender.
(viv) In connection with the use, implementation and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii4.04(c)(viii) below), the Administrative Agent Lender will have the right, in consultation with the Borrowers, right 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 Agreementby Borrower; provided that the Administrative Agent Lender shall provide notice of such Conforming Changes to the Borrowers and Lenders Borrower reasonably promptly after such amendment becomes effective.
(viv) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. Further, if the interest rate to be replaced is rounded upwards to the next 1/8th of 1% under the terms of this Agreement or any Loan Document, 38 the Successor Rate shall also be rounded up to the next 1/8th; provided further that this provision governing rounding shall not apply if the Borrower has a Hedging Agreement in effect with respect to all or part of a Loan.
(vi) The Lender 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 Tranche Rate or any Successor Rate, including the selection of such rate, any related Spread Adjustment, or any Conforming Changes, or whether the composition or characteristics of any Successor Rate and Spread Adjustment or Conforming Changes will be similar to, or produce the same value or economic equivalence of, the initial Tranche Rate.
(vii) Notwithstanding anything to the contrary contained herein, if, after the Closing Date, the Borrowers enter Borrower enters into a Master Hedging Agreement with respect to all or part of an advance (a “Swapped Portion”) Advance and the floating interest rate under the Master Hedging Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers Lender may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without the consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent Lender and Borrowers Borrower amend such Master Hedging Agreement to include, or terminate such Master Hedging Agreement and enter into a new Master Hedging Agreement with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers Lender may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a Spread Adjustment, if applicable) hereunder without the consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunder, and (B) the Administrative Agent Lender shall provide written notice thereof to the LendersBorrower.
Appears in 1 contract
Tranche Rate Replacement. (i) (c) Notwithstanding anything to the contrary herein in this Agreementherein or in any other Loan Document DocumentsDocument (and any Master Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b4.15(b)), but without limiting Section 2.16(a4.15(a) above, if the Administrative Agent reasonably determines (which determination shall be conclusive and binding on all parties hereto absent manifest error), or the Borrower Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower Agent) that the Borrower Agent or Required Lenders (as applicable) 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 LIBOR Successor Rate is not available or published on a current basis and such that any of the circumstances described aredescribed in Section 2.16(a)(i)-(iii4.15(a)(i)-(iii) has occurred and is unlikely to be temporary or temporary; or(ii) the administrator of the Tranche LIBOR SuccessorTranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche EurodollarTranche Rate will or the LIBOR Successor Rate shallwill no longer be representative or made available available, or used for determining the interest rate of loans loans, provided that, at the time of such statement or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably that is satisfactory to the Administrative Agent, that will continue to provide the Eurodollar Rate after such specific date (such specific date,then on a date and time determined by the Administrative Agent (the “Tranche Rate Replacement Date”)Agent, but no later than the “Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower”); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of business.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each month.
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably determines that the Successor Rate designated in Section 2.16(b)(i) above is not available or administratively feasible prior to the Tranche Rate Replacement Date, or if any of the circumstances described in the initial paragraph of this Section 2.16(b) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers may amend this Agreement solely for the purpose of replacing the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion. Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment shall become effective on the date set forth in a written notice provided by the Administrative Agent to the Borrowers and Lenders (such date to be five (5) or more Business Days after the date of such notice) unless the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
(iv) The Administrative Agent will promptly (in one or more notices) notify the Borrowers and Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
(v) In connection with the use, implementation and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii) below), the Administrative Agent will have the right, in consultation with the Borrowers, 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; provided that the Administrative Agent shall provide notice of such Conforming Changes to the Borrowers and Lenders reasonably promptly after such amendment becomes effective.
(vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
(vii) Notwithstanding anything to the contrary contained herein, if, after the Closing Date, the Borrowers enter into a Master Agreement with respect to all or part of an advance (a “Swapped Portion”) and the floating interest rate under the Master Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers amend such Master Agreement to include, or terminate such Master Agreement and enter into a new Master Agreement with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a Spread Adjustment, if applicable) hereunder without consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunder, and (B) the Administrative Agent shall provide written notice thereof to the Lenders.or
Appears in 1 contract
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b)), but without limiting Section 2.16(a) above, if the Administrative Agent reasonably determines (which determination shall be conclusive and binding on all parties hereto absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative Agent, then on a date and time determined by the Administrative Agent (the “Tranche Rate Replacement Date”), but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of business.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each month.
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably determines that the Successor Rate designated in Section 2.16(b)(i) above is not available or administratively feasible prior to the Tranche Rate Replacement Date, or if any of the circumstances described in the initial paragraph of this Section 2.16(b) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers may amend this Agreement solely for the purpose of replacing the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion. Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment shall become effective on the date set forth in a written notice provided by the Administrative Agent to the Borrowers and Lenders (such date to be five (5) or more Business Days after the date of such notice) unless the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
(iv) The Administrative Agent will promptly (in one or more notices) notify the Borrowers and Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
(v) In connection with the use, implementation and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii) below), the Administrative Agent will have the right, in consultation with the Borrowers, 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; provided that the Administrative Agent shall provide notice of such Conforming Changes to the Borrowers and Lenders reasonably promptly after such amendment becomes effective.
(vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
(vii) Notwithstanding anything to the contrary contained herein, if, after the Closing Second Amendment Effective Date, the Borrowers enter into a Master Agreement with respect to all or part of an advance (a “Swapped Portion”) and the floating interest rate under the Master Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers amend such Master Agreement to include, or terminate such Master Agreement and enter into a new Master Agreement with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a Spread Adjustment, if applicable) hereunder without consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunder, and (B) the Administrative Agent shall provide written notice thereof to the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Tiptree Inc.)
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Agreement Rate Contract shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b2.5(c)), but without limiting Section 2.16(a2.5(b) above, if the Administrative Agent reasonably determines (which determination shall be conclusive and binding on all parties hereto absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii2.5(b)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative Agent, then on a date and time determined by the Administrative Agent (the “Tranche Rate Replacement Date”), but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of businessSOFR.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable in arrears on the last first Business Day of each month.
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably determines that the Successor Rate designated in Section 2.16(b)(i) above Daily Simple SOFR is not available or and administratively feasible prior to the Tranche Rate Replacement Date, or if any of the circumstances described in the initial paragraph of this Section 2.16(b2.5(c) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers Borrower may amend this Agreement solely for the purpose of replacing the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b2.5(c) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion. Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment shall become effective on the date set forth in a written notice provided by the Administrative Agent to the Borrowers Borrower and Lenders (such date to be five (5) or more Business Days after the date of such notice) unless the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
(iv) The Administrative Agent will promptly (in one or more notices) notify the Borrowers Borrower and Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
(v) In connection with the use, implementation and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii2.5(c)(viii) below), the Administrative Agent will have the right, in consultation with the Borrowers, right 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; provided that the Administrative Agent shall provide notice of such Conforming Changes to the Borrowers Borrower and Lenders reasonably promptly after such amendment becomes effective.
(vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents, provided that, at any time during which a Rate Contract with a Lender is then in effect with respect to all or a portion of the Obligations, the Floor shall be disregarded and no longer of any force and effect with respect to such portion of the Obligations subject to such Rate Contract. Further, if the interest rate to be replaced is rounded upwards to the next 1/8th of 1% under the terms of this Agreement or any Loan Document, the Successor Rate shall also be rounded up to the next 1/8th; provided further that this provision governing rounding shall not apply if the Borrower has a Rate Contract in effect with respect to all or part of an Advance.
(vii) 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 the Tranche Rate or any Successor Rate, including the selection of such rate, any related Spread Adjustment, or any Conforming Changes, or whether the composition or characteristics of any Successor Rate and Spread Adjustment or Conforming Changes will be similar to, or produce the same value or economic equivalence of, the initial Tranche Rate.
(viii) Notwithstanding anything to the contrary contained herein, if, after the Closing Date, the Borrowers enter Borrower enters into a Master Agreement Rate Contract with respect to all or part of an advance (a “Swapped Portion”) Advance and the floating interest rate under the Master Agreement Rate Contract is Daily Simple SOFR, the Administrative Agent and Borrowers may agree to replace the such portion of such Advance so subject (as required by Agent) shall, convert from a Tranche Rate hereunder solely in respect of such Swapped Portion with Loan to a Daily Simple SOFR and a Spread Adjustment Loan, without consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers Borrower amend such Master Agreement Rate Contract to include, or terminate such Master Agreement Rate Contract and enter into a new Master Agreement Rate Contract with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers Borrower may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a Spread Adjustment, if applicable) Tranche Rate Loan hereunder without consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunder, and (B) the Administrative Agent shall provide written notice thereof to the Lenders. Without limiting the right of Agent to make any other Conforming Changes, if the Tranche Rate is replaced with Daily Simple SOFR as provided hereunder, Daily Simple SOFR shall be reset each U.S. Government Securities Business Day by Agent.
Appears in 1 contract
Samples: Credit Agreement (Universal Logistics Holdings, Inc.)
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b)), but without limiting Section 2.16(a) above, if the Administrative Agent reasonably determines (which determination shall be conclusive and binding on all parties hereto absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative Agent, then on a date and time determined by the Administrative Agent (the “Tranche Rate Replacement Date”)Agent, but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the (“SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the BorrowerSuccessor Rate”); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of business.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each month.
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably determines that the SOFR Successor Rate designated in Section 2.16(b)(i) above is not available or administratively feasible prior to the Tranche Rate Replacement Datefeasible, or if any of the circumstances described in the initial paragraph of this Section 2.16(b) with regard to the Tranche Rate has occurred with respect to a SOFR Successor Rate then in effect, the Administrative Agent and Borrowers may amend this Agreement solely for the purpose of replacing the Tranche Rate or any then current SOFR Successor Rate in accordance with this Section 2.16(b) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion. .
(iii) If the SOFR Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on a monthly basis on the last Business Day of each month.
(iv) Any such alternative benchmark rate and Spread Adjustment shall constitute a SOFR Successor Rate hereunder. Any such amendment shall become effective on the date set forth in a written notice provided by the Administrative Agent to the Borrowers and Lenders (such date to be five (5) or more Business Days after the date of such notice) unless the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
. For the avoidance of doubt, from and after such date, (ivx) The Administrative Agent will promptly (in one or more notices) notify all Tranche Rate Loans shall bear interest at the Borrowers and Lenders of the implementation of any Successor Rate. Any SOFR Successor Rate shall be applied in a manner consistent with market practiceplus the Applicable Margin; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
and (vy) In connection with the use, implementation all references herein and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii) below), the Administrative Agent will have the right, in consultation with the Borrowers, 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 Documents to this Agreement; provided that the Administrative Agent “Tranche Rate” shall provide notice of such Conforming Changes mean and refer to the Borrowers and Lenders reasonably promptly after such amendment becomes effectiveSOFR Successor Rate.
(vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
(vii) Notwithstanding anything to the contrary contained herein, if, after the Closing Date, the Borrowers enter into a Master Agreement with respect to all or part of an advance (a “Swapped Portion”) and the floating interest rate under the Master Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers amend such Master Agreement to include, or terminate such Master Agreement and enter into a new Master Agreement with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a Spread Adjustment, if applicable) hereunder without consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunder, and (B) the Administrative Agent shall provide written notice thereof to the Lenders.
Appears in 1 contract
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Agreement Rate Contract shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b2.5(c)), but without limiting Section 2.16(a) above2.5(b), if the Administrative Agent reasonably determines (which determination shall be conclusive and binding on all parties hereto absent manifest error) that any 53/Mammoth – Credit Agreement of the circumstances described in Section 2.16(a)(i)-(iii2.5(b)(i) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative Agent, then on a date and time determined by the Administrative Agent (the “Tranche Rate Replacement Date”)Agent, but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple Term SOFR plus the SOFR Spread Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of business0.10%.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each month.
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably determines that the Successor Rate designated in Section 2.16(b)(i2.5(c)(i) above is not available or administratively feasible prior to the Tranche Rate Replacement Datefeasible, or if any of the circumstances described in the initial paragraph of this Section 2.16(b2.5(b)(i) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers Borrower may amend this Agreement solely for the purpose of replacing the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b2.5(c) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion. Permitted Discretion and in consultation with Borrower.
(iii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on a monthly basis in arrears.
(iv) Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment shall become effective on the date set forth in a written notice provided by the Administrative Agent to the Borrowers Borrower and Lenders (such date to be five (5) or more Business Days after the date of such notice) unless the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
. For the avoidance of doubt, from and after such date, (ivx) The Administrative Agent will promptly (in one or more notices) notify all Tranche Rate Loans shall bear interest at the Borrowers and Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to plus the extent such market practice is not administratively feasible for the Administrative AgentApplicable Margin, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
and (vy) In connection with the use, implementation all references herein and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii) below), the Administrative Agent will have the right, in consultation with the Borrowers, 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 Documents to this Agreement; provided that the Administrative Agent “Tranche Rate” shall provide notice of such Conforming Changes mean and refer to the Borrowers and Lenders reasonably promptly after such amendment becomes effectiveSuccessor Rate.
(vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
(vii) Notwithstanding anything to the contrary contained herein, if, after the Closing Date, the Borrowers enter into a Master Agreement with respect to all or part of an advance (a “Swapped Portion”) and the floating interest rate under the Master Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers amend such Master Agreement to include, or terminate such Master Agreement and enter into a new Master Agreement with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a Spread Adjustment, if applicable) hereunder without consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunder, and (B) the Administrative Agent shall provide written notice thereof to the Lenders.
Appears in 1 contract
Samples: Revolving Credit Agreement (Mammoth Energy Services, Inc.)
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b)), but without limiting Section 2.16(a9.3(a) above, if the Administrative Agent reasonably determines (which determination shall be conclusive and binding on all parties hereto absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii9.3(a)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative AgentAgent (in consultation with the Borrower), then on a date and time determined by the Administrative Agent (in consultation with the Borrower) (the “Tranche Rate Replacement Date”), but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of businessSOFR.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each monthMarch, June, September, and December in each year.
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably determines that the Successor Rate designated in Section 2.16(b)(i) above Daily Simple SOFR is not available or and administratively feasible prior to the Tranche Rate Replacement Date, or if any of the circumstances described in the initial paragraph of this Section 2.16(b9.3(b)(i) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers the Borrower may amend this Agreement solely for the purpose of replacing the Tranche Rate or any then then-current Successor Rate in accordance with this Section 2.16(b9.3(b) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent (in consultation with the Borrower) from time to time in its reasonable discretion. Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment shall become effective on the date set forth in a written notice provided by the Administrative Agent to the Borrowers Borrower and Lenders (such date to be five (5) or more Business Days after the date of such notice) unless the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
(iv) The Administrative Agent will promptly (in one or more notices) notify the Borrowers Borrower and the Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative AgentAgent with the consultation of the Borrower.
(v) In connection with the use, implementation and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii9.3(b)(vii) below), the Administrative Agent will have the right, in consultation with the Borrowers, right 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; provided that the Administrative Agent shall provide notice of such Conforming Changes to the Borrowers Borrower and Lenders reasonably promptly after such amendment becomes effective.
(vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Index Floor, the Successor Rate will be deemed to be the Index Floor for the purposes of this Agreement and the other Loan Documents.
(vii) Notwithstanding anything to the contrary contained hereinThe Administrative Agent does not warrant or accept any responsibility for, if, after the Closing Dateand shall not have any liability with respect to, the Borrowers enter into a Master Agreement with respect administration, submission, or any other matter related to all or part of an advance (a “Swapped Portion”) and the floating interest rate under the Master Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers may agree to replace the Tranche Rate hereunder solely in respect or any Successor Rate, including the selection of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of rate, any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers amend such Master Agreement to include, or terminate such Master Agreement and enter into a new Master Agreement with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a related Spread Adjustment, if applicable) hereunder without consent or any Conforming Changes, or whether the composition or characteristics of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunderand Spread Adjustment or Conforming Changes will be similar to, and (B) or produce the Administrative Agent shall provide written notice thereof to same value or economic equivalence of, the Lendersinitial Tranche Rate.
Appears in 1 contract
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b4.15(b)), but without limiting Section 2.16(a4.15(a) above, if the Administrative Agent reasonably determines (which determination shall be conclusive and binding on all parties hereto absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii4.15(a)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative Agent, then on a date and time determined by the Administrative Agent (the “Tranche Rate Replacement Date”)Agent, but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of businessSOFR.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each month.
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably determines that the Successor Rate designated in Section 2.16(b)(i4.15(b)(i) above is not available or administratively feasible prior to the Tranche Rate Replacement Datefeasible, or if any of the circumstances described in the initial paragraph of this Section 2.16(b4.15(b) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers Borrower may amend this Agreement solely for the purpose of replacing the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b4.15(b) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion. .
(iii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on a quarterly basis.
(iv) Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment shall become effective on the date set forth in a written notice provided by the Administrative Agent to the Borrowers Borrower and Lenders (such date to be five (5) or more Business Days after the date of such notice) unless the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
. For the avoidance of doubt, from and after such date, (ivx) The Administrative Agent will promptly all Tranche Rate Loans shall bear interest at the Successor Rate plus the Applicable Margin; and (y) all references herein and in one or more notices) notify any other Loan Documents to “Tranche Rate” shall mean and refer to the Borrowers and Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
(v) In connection with the use, implementation and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii) below), the Administrative Agent will have the right, in consultation with the Borrowers, 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; provided that the Administrative Agent shall provide notice of such Conforming Changes to the Borrowers and Lenders reasonably promptly after such amendment becomes effective.
(vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Index Floor, the Successor Rate will be deemed to be the Index Floor for the purposes of this Agreement and the other Loan Documents. Further, if the interest rate to be replaced is rounded upwards to the next 1/16th of 1% under the terms of this Agreement or any Loan Document, the Successor Rate shall also be rounded up to the next 1/16th; provided further that this provision governing rounding shall not apply if Borrower has a Swap Agreement in effect with respect to all or part of a Loan.
(vi) 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 Tranche Rate or any Successor Rate, including whether the composition or characteristics of any Successor Rate and Spread Adjustment or Conforming Changes will be similar to, or produce the same value or economic equivalence of, the initial Tranche Rate.
(vii) Notwithstanding anything to the contrary contained herein, if, after the Closing Effective Date, the Borrowers enter Borrower enters into a Master Swap Agreement with respect to all or part of an advance (a “Swapped Portion”) Tranche Rate Loan and the floating interest rate under the Master Swap Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers Borrower may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers Borrower amend such Master Swap Agreement to include, or terminate such Master Agreement Rate Contract and enter into a new Master Agreement Rate Contract with, a floating interest rate thereunder of Term SOFRthe original Tranche Rate, then the Administrative Agent and Borrowers Borrower may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR the original Tranche Rate (and a Spread Adjustment, if applicable) hereunder without consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, such rate shall be a Successor Rate hereunder, and (B) the Administrative Agent shall provide written notice thereof to the Lenders.
Appears in 1 contract
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Agreement Rate Contract shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b2.5(c)), but without limiting Section 2.16(a2.5(b) above, if the Administrative Agent reasonably Lender determines (which determination shall be conclusive and binding on all parties hereto Borrower absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii2.5(b)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator Lender has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative AgentLender, then on a date and time determined by the Administrative Agent (the “Tranche Rate Replacement Date”)Xxxxxx, but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of businessSOFR.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each month.
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably Lender determines that the Successor Rate designated in Section 2.16(b)(i2.5(c)(i) above is not available or administratively feasible prior to the Tranche Rate Replacement Datefeasible, or if any of the circumstances described in the initial paragraph of this Section 2.16(b2.5(c)(i) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers Lender may amend this Agreement solely for the purpose of replacing replace the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b2.5(c) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent Lender from time to time in its reasonable discretion. .
(iii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on a monthly basis.
(iv) Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment Successor Rate shall become effective on the date set forth in a written notice provided by the Administrative Agent Lender to the Borrowers and Lenders Borrower (such date to be five (5) or more Business Days after the date of such notice), and, for the avoidance of doubt, from and after such date (i) unless all Tranche Rate Loans shall bear interest at the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
(iv) The Administrative Agent will promptly (in one or more notices) notify the Borrowers and Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practiceplus the Applicable Margin; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
and (vii) In connection with the use, implementation all references herein and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii) below), the Administrative Agent will have the right, in consultation with the Borrowers, 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 Documents to this Agreement; provided that the Administrative Agent “Tranche Rate” shall provide notice of such Conforming Changes mean and refer to the Borrowers and Lenders reasonably promptly after such amendment becomes effectiveSuccessor Rate.
(vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
(vii) Notwithstanding anything to the contrary contained herein, if, after the Closing Date, the Borrowers enter into a Master Agreement with respect to all or part of an advance (a “Swapped Portion”) and the floating interest rate under the Master Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers amend such Master Agreement to include, or terminate such Master Agreement and enter into a new Master Agreement with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a Spread Adjustment, if applicable) hereunder without consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunder, and (B) the Administrative Agent shall provide written notice thereof to the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Universal Technical Institute Inc)
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Agreement Rate Contract shall be deemed not to be a “"Loan Document” " for purposes of this Section 2.16(b2.5(c)), but without limiting Section 2.16(a2.6(b) above, if the Administrative Agent reasonably Lender determines (which determination shall be conclusive and binding on all parties hereto Borrower absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii2.6(b)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator Lender has made a public statement identifying a specific date (the “"Scheduled Unavailability Date”") after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative AgentXxxxxx, then on a date and time determined by the Administrative Agent (the “Tranche Rate Replacement Date”)Xxxxxx, but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of businessSOFR.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each month.
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably Lender determines that the Successor Rate designated in Section 2.16(b)(i2.6(c)(i) above is not available or administratively feasible prior to the Tranche Rate Replacement Datefeasible, or if any of the circumstances described in the initial paragraph of this Section 2.16(b2.6(c)(i) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers Lender may amend this Agreement solely for the purpose of replacing replace the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b2.6(c) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent Lender from time to time in its reasonable discretion. .
(iii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on a quarterly basis.
(iv) Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment Successor Rate shall become effective on the date set forth in a written notice provided by the Administrative Agent Xxxxxx to the Borrowers and Lenders Borrower (such date to be five (5) or more Business Days after the date of such notice) unless the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
(iv) The Administrative Agent will promptly (in one or more notices) notify the Borrowers and Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible ), and, for the Administrative Agentavoidance of doubt, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
(v) In connection with the use, implementation from and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii) below), the Administrative Agent will have the right, in consultation with the Borrowers, 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; provided that the Administrative Agent shall provide notice of such Conforming Changes to the Borrowers and Lenders reasonably promptly after such amendment becomes effective.
date (vii) Notwithstanding anything to the contrary herein, if all Tranche Rate Loans shall bear interest at the Successor Rate would be less than plus the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
(vii) Notwithstanding anything to the contrary contained herein, if, after the Closing Date, the Borrowers enter into a Master Agreement with respect to all or part of an advance (a “Swapped Portion”) and the floating interest rate under the Master Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers amend such Master Agreement to include, or terminate such Master Agreement and enter into a new Master Agreement with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a Spread Adjustment, if applicable) hereunder without consent of any other party heretoApplicable Margin; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunder, and (B) the Administrative Agent shall provide written notice thereof to the Lenders.
Appears in 1 contract
Samples: Credit Agreement (HCI Group, Inc.)
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Agreement Rate Contract shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b4.04(c)), but without limiting Section 2.16(a4.04(b) above, if the Administrative Agent reasonably Lender determines (which determination shall be conclusive and binding on all parties hereto Borrower absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii4.04(b)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent Lender or such administrator has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative AgentLender, then on a date and time determined by the Administrative Agent Lender (the “Tranche Rate Replacement Date”), but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of businessSOFR.
(iii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each montha monthly basis.
(iiiii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably Lender determines that the Successor Rate designated in Section 2.16(b)(i) above Daily Simple SOFR is not available or and administratively feasible prior to the Tranche Rate Replacement Date, or if any of the circumstances described in the initial paragraph of this Section 2.16(b4.04(c)(i) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers Lender may amend this Agreement solely for the purpose of replacing the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b4.04(c) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent Lender from time to time in its reasonable discretion. Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment shall become effective on the date set forth in a written notice provided by the Administrative Agent Lender to the Borrowers and Lenders Borrower (such date to be five (5) or more Business Days after the date of such notice) unless the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice).
(iviii) The Administrative Agent Lender will promptly (in one or more notices) notify the Borrowers and Lenders Borrower of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative AgentLender, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative AgentLender.
(viv) In connection with the use, implementation and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii4.04(c)(viii) below), the Administrative Agent Lender will have the right, in consultation with the Borrowers, right 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 Agreementby Borrower; provided that the Administrative Agent Lender shall provide notice of such Conforming Changes to the Borrowers and Lenders Borrower reasonably promptly after such amendment becomes effective.
(viv) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. Further, if the interest rate to be replaced is rounded upwards to the next 1/8th of 1% under the terms of this Agreement or any Loan Document, the Successor Rate shall also be rounded up to the next 1/8th; provided further that this provision governing rounding shall not apply if the Borrower has a Hedging Agreement in effect with respect to all or part of a Loan.
(vi) The Lender 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 Tranche Rate or any Successor Rate, including the selection of such rate, any related Spread Adjustment, or any Conforming Changes, or whether the composition or characteristics of any Successor Rate and Spread Adjustment or Conforming Changes will be similar to, or produce the same value or economic equivalence of, the initial Tranche Rate.
(vii) Notwithstanding anything to the contrary contained herein, if, after the Closing Date, the Borrowers enter Borrower enters into a Master Hedging Agreement with respect to all or part of an advance (a “Swapped Portion”) Advance and the floating interest rate under the Master Hedging Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers Lender may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without the consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent Lender and Borrowers Borrower amend such Master Hedging Agreement to include, or terminate such Master Hedging Agreement and enter into a new Master Hedging Agreement with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers Lender may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a Spread Adjustment, if applicable) hereunder without the consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunder, and (B) the Administrative Agent Lender shall provide written notice thereof to the LendersBorrower.
Appears in 1 contract
Samples: Credit and Security Agreement (Singing Machine Co Inc)
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Agreement Rate Contract shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b2.5(c)), but without limiting Section 2.16(a2.5(b) above, if the Administrative Agent reasonably Lender determines (which determination shall be conclusive and binding on all parties hereto Borrower absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii2.5(b)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator Lender has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative AgentXxxxxx, then on a date and time reasonably determined by the Administrative Agent (the “Tranche Rate Replacement Date”)Xxxxxx, but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of businessSOFR.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each month.
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably Lender determines that the Successor Rate designated in Section 2.16(b)(i2.5(c)(i) above is not available or administratively feasible prior to the Tranche Rate Replacement Datefeasible, or if any of the circumstances described in the initial paragraph of this Section 2.16(b2.5(c)(i) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers Lender may amend this Agreement solely for the purpose of replacing replace the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b2.5(c) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent Lender from time to time in its reasonable discretion. .
(iii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on a monthly basis.
(iv) Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment Successor Rate shall become effective on the date set forth in a written notice provided by the Administrative Agent Lender to the Borrowers and Lenders Borrower (such date to be five (5) or more Business Days after the date of such notice), and, for the avoidance of doubt, from and after such date (i) unless all Tranche Rate Loans shall bear interest at the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
(iv) The Administrative Agent will promptly (in one or more notices) notify the Borrowers and Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practiceplus the Applicable Margin; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
and (vii) In connection with the use, implementation all references herein and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii) below), the Administrative Agent will have the right, in consultation with the Borrowers, 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 Documents to this Agreement; provided that the Administrative Agent “Tranche Rate” shall provide notice of such Conforming Changes mean and refer to the Borrowers and Lenders reasonably promptly after such amendment becomes effectiveSuccessor Rate.
(vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
(vii) Notwithstanding anything to the contrary contained herein, if, after the Closing Date, the Borrowers enter into a Master Agreement with respect to all or part of an advance (a “Swapped Portion”) and the floating interest rate under the Master Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers amend such Master Agreement to include, or terminate such Master Agreement and enter into a new Master Agreement with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a Spread Adjustment, if applicable) hereunder without consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunder, and (B) the Administrative Agent shall provide written notice thereof to the Lenders.
Appears in 1 contract
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Swap Agreement shall be deemed not to be a “"Loan Document” " for purposes of this Section 2.16(b3.03(b)), but without limiting Section 2.16(a3.03(a) above, if the Administrative Agent reasonably determines (which determination shall be conclusive and binding on all parties hereto absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii3.03(a)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date (the “"Scheduled Unavailability Date”") after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative Agent, then on a date and time determined by the Administrative Agent (the “"Tranche Rate Replacement Date”"), but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of businessSOFR.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on a quarterly basis (on the last Business Day day of each monthMarch, June, September and December).
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably determines that the Successor Rate designated in Section 2.16(b)(i) above Daily Simple SOFR is not available or and administratively feasible prior to the Tranche Rate Replacement Date, or if any of the circumstances described in the initial paragraph of this Section 2.16(b3.03(b) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers Borrower may amend this Agreement solely for the purpose of replacing the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b3.03(b) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion. Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment shall become effective on the date set forth in a written notice provided by the Administrative Agent to the Borrowers Borrower and Lenders (such date to be five (5) or more Business Days after the date of such notice) unless the Required Majority Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
(iv) The Administrative Agent will promptly (in one or more notices) notify the Borrowers Borrower and Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
(v) In connection with the use, implementation and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii3.03(b)(viii) below), the Administrative Agent will have the right, in consultation with the Borrowers, right 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; provided that the Administrative Agent shall provide notice of such Conforming Changes to the Borrowers Borrower and Lenders reasonably promptly after such amendment becomes effective.
(vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. Further, if the interest rate to be replaced is rounded upwards to the next 1/100 of 1% under the terms of this Agreement or any Loan Document, the Successor Rate shall also be rounded up to the next 1/100 of 1%; provided further that this provision governing rounding shall not apply if the Successor Rate is Daily Simple SOFR.
(vii) Notwithstanding anything to the contrary contained hereinThe Administrative Agent does not warrant or accept any responsibility for, if, after the Closing Dateand shall not have any liability with respect to, the Borrowers enter into a Master Agreement with respect administration, submission, or any other matter related to all or part of an advance (a “Swapped Portion”) and the floating interest rate under the Master Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers may agree to replace the Tranche Rate hereunder solely in respect or any Successor Rate, including the selection of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of rate, any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers amend such Master Agreement to include, or terminate such Master Agreement and enter into a new Master Agreement with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a related Spread Adjustment, if applicable) hereunder without consent or any Conforming Changes, or whether the composition or characteristics of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunderand Spread Adjustment or Conforming Changes will be similar to, and (B) or produce the Administrative Agent shall provide written notice thereof to same value or economic equivalence of, the Lendersinitial Tranche Rate.
Appears in 1 contract
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Rate Management Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b2.3(c)), but without limiting Section 2.16(a2.3(b) above, if the Administrative Agent reasonably Lender determines (which determination shall be conclusive and binding on all parties hereto Borrower absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii2.3(b)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority governmental authority having or purporting to have jurisdiction over the Administrative Agent or such administrator Lender has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative AgentXxxxxx, then on a date and time determined by the Administrative Agent (the “Tranche Rate Replacement Date”)Xxxxxx, but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of businessSOFR.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each month.
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably Lender determines that the Successor Rate designated in Section 2.16(b)(i2.3(c)(i) above is not available or administratively feasible prior to the Tranche Rate Replacement Datefeasible, or if any of the circumstances described in the initial paragraph of this Section 2.16(b2.3(c)(i) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers Lender may amend this Agreement solely for the purpose of replacing replace the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b2.3(c) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authoritygovernmental authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent Lender from time to time in its reasonable discretion. .
(iii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on a monthly basis.
(iv) Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment Successor Rate shall become effective on the date set forth in a written notice provided by the Administrative Agent Lender to the Borrowers and Lenders Borrower (such date to be five (5) or more Business Days after the date of such notice), and, for the avoidance of doubt, from and after such date (i) unless all Tranche Rate Loans shall bear interest at the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
(iv) The Administrative Agent will promptly (in one or more notices) notify the Borrowers and Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
and (vii) In connection with the use, implementation all references herein and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii) below), the Administrative Agent will have the right, in consultation with the Borrowers, 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 Documents to this Agreement; provided that the Administrative Agent “Tranche Rate” shall provide notice of such Conforming Changes mean and refer to the Borrowers and Lenders reasonably promptly after such amendment becomes effectiveSuccessor Rate.
(vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
(vii) Notwithstanding anything to the contrary contained herein, if, after the Closing Date, the Borrowers enter into a Master Agreement with respect to all or part of an advance (a “Swapped Portion”) and the floating interest rate under the Master Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers amend such Master Agreement to include, or terminate such Master Agreement and enter into a new Master Agreement with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a Spread Adjustment, if applicable) hereunder without consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunder, and (B) the Administrative Agent shall provide written notice thereof to the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Universal Technical Institute Inc)
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b3.03(b)), but without limiting Section 2.16(a3.03(a) above, if the Administrative Agent reasonably determines (which determination shall be conclusive and binding on all parties hereto absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii3.03(a)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative Agent, then on a date and time determined by the Administrative Agent (the “Tranche Rate Replacement Date”), but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of businessSOFR.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on a quarterly basis (on the last Business Day day of each monthMarch, June, September and December).
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably determines that the Successor Rate designated in Section 2.16(b)(i) above Daily Simple SOFR is not available or and administratively feasible prior to the Tranche Rate Replacement Date, or if any of the circumstances described in the initial paragraph of this Section 2.16(b3.03(b) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers Borrower may amend this Agreement solely for the purpose of replacing the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b3.03(b) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion. Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment shall become effective on the date set forth in a written notice provided by the Administrative Agent to the Borrowers Borrower and Lenders (such date to be five (5) or more Business Days after the date of such notice) unless the Required Majority Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
(iv) The Administrative Agent will promptly (in one or more notices) notify the Borrowers Borrower and Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
(v) In connection with the use, implementation and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii3.03(b)(viii) below), the Administrative Agent will have the right, in consultation with the Borrowers, right 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; provided that the Administrative Agent shall provide notice of such Conforming Changes to the Borrowers Borrower and Lenders reasonably promptly after such amendment becomes effective.
(vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. Further, if the interest rate to be replaced is rounded upwards to the next 1/100 of 1% under the terms of this Agreement or any Loan Document, the Successor Rate shall also be rounded up to the next 1/100 of 1%; provided further that this provision governing rounding shall not apply if the Successor Rate is Daily Simple SOFR.
(vii) Notwithstanding anything to the contrary contained hereinThe Administrative Agent does not warrant or accept any responsibility for, if, after the Closing Dateand shall not have any liability with respect to, the Borrowers enter into a Master Agreement with respect administration, submission, or any other matter related to all or part of an advance (a “Swapped Portion”) and the floating interest rate under the Master Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers may agree to replace the Tranche Rate hereunder solely in respect or any Successor Rate, including the selection of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of rate, any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers amend such Master Agreement to include, or terminate such Master Agreement and enter into a new Master Agreement with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a related Spread Adjustment, if applicable) hereunder without consent or any Conforming Changes, or whether the composition or characteristics of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunderand Spread Adjustment or Conforming Changes will be similar to, and (B) or produce the Administrative Agent shall provide written notice thereof to same value or economic equivalence of, the Lendersinitial Tranche Rate.
Appears in 1 contract
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Agreement Rate Contract shall be deemed not to be a “"Loan Document” " for purposes of this Section 2.16(b2.5(c)), but without limiting Section 2.16(a2.6(b) above, if the Administrative Agent reasonably Lender determines (which determination shall be conclusive and binding on all parties hereto Borrower absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii2.6(b)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator Lender has made a public statement identifying a specific date (the “"Scheduled Unavailability Date”") after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative AgentXxxxxx, then on a date and time determined by the Administrative Agent (the “Tranche Rate Replacement Date”)Xxxxxx, but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of businessSOFR.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each month.
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably Lender determines that the Successor Rate designated in Section 2.16(b)(i2.6(c)(i) above is not available or administratively feasible prior to the Tranche Rate Replacement Datefeasible, or if any of the circumstances described in the initial paragraph of this Section 2.16(b2.6(c)(i) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers Lender may amend this Agreement solely for the purpose of replacing replace the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b2.6(c) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent Lender from time to time in its reasonable discretion. .
(iii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on a quarterly basis.
(iv) Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment Successor Rate shall become effective on the date set forth in a written notice provided by the Administrative Agent Xxxxxx to the Borrowers and Lenders Borrower (such date to be five (5) or more Business Days after the date of such notice) unless the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
(iv) The Administrative Agent will promptly (in one or more notices) notify the Borrowers and Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible ), and, for the Administrative Agentavoidance of doubt, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
(v) In connection with the use, implementation from and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii) below), the Administrative Agent will have the right, in consultation with the Borrowers, 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; provided that the Administrative Agent shall provide notice of such Conforming Changes to the Borrowers and Lenders reasonably promptly after such amendment becomes effective.
date (vii) Notwithstanding anything to the contrary herein, if all Tranche Rate Loans shall bear interest at the Successor Rate would be less than plus the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement Applicable Margin; and the other Loan Documents.
(vii) Notwithstanding anything to the contrary contained herein, if, after the Closing Date, the Borrowers enter into a Master Agreement with respect to all or part of an advance (a “Swapped Portion”) and the floating interest rate under the Master Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers amend such Master Agreement to include, or terminate such Master Agreement and enter into a new Master Agreement with, a floating interest rate thereunder of Term SOFR, then the Administrative Agent and Borrowers may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR (and a Spread Adjustment, if applicable) hereunder without consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, shall be a Successor Rate hereunder, and (B) the Administrative Agent shall provide written notice thereof to the Lenders.4891-8586-8126.7
Appears in 1 contract
Samples: Credit Agreement (HCI Group, Inc.)
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Agreement Rate Contract shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b4.04(c)), but without limiting Section 2.16(a4.04(b) above, if the Administrative Agent reasonably Lender determines (which determination shall be conclusive and binding on all parties hereto Borrowers absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii4.04(b)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent Lender or such administrator has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative AgentLender, then on a date and time determined by the Administrative Agent Lender (the “Tranche Rate Replacement Date”), but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the Borrower); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of businessSOFR.
(iii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each montha monthly basis.
(iiiii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably Lender determines that the Successor Rate designated in Section 2.16(b)(i4.04(c)(i) above is not available or administratively feasible prior to the Tranche Rate Replacement Datefeasible, or if any of the circumstances described in the initial paragraph of this Section 2.16(b4.04(b)(i) with regard to the Tranche Rate has occurred with respect to a Successor Rate then in effect, the Administrative Agent and Borrowers Lender may amend this Agreement solely for the purpose of replacing replace the Tranche Rate or any then current Successor Rate in accordance with this Section 2.16(b4.04(c) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated 40 credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent Lender from time to time in its reasonable discretion. Any such alternative benchmark rate and Spread Adjustment shall constitute a Successor Rate hereunder. Any such amendment shall become effective on the date set forth in a written notice provided by the Administrative Agent Lender to the Borrowers and Lenders (such date to be five (5) or more Business Days after the date of such notice) unless the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice).
(iv) The Administrative Agent will promptly (in one or more notices) notify the Borrowers and Lenders of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
(v) In connection with the use, implementation and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii) below), the Administrative Agent will have the right, in consultation with the Borrowers, 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; provided that the Administrative Agent shall provide notice of such Conforming Changes to the Borrowers and Lenders reasonably promptly after such amendment becomes effective.
(viiii) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Index Floor, the Successor Rate will be deemed to be the Index Floor for the purposes of this Agreement and the other Loan Documents. Further, if the interest rate to be replaced is rounded upwards to the next 1/8th of 1% under the terms of this Agreement or any Loan Document, the Successor Rate shall also be rounded up to the next 1/8th; provided further that this provision governing the Index Floor and rounding shall not apply to any portion of a Loan subject to a Hedging Agreement.
(viiiv) The Lender 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 Tranche Rate or any Successor Rate, including the selection of such rate, any related Spread Adjustment, or any Conforming Changes, or whether the composition or characteristics of any Successor Rate and Spread Adjustment or Conforming Changes will be similar to, or produce the same value or economic equivalence of, the initial Tranche Rate.
(v) Notwithstanding anything to the contrary contained herein, if, after the Closing Date, the Borrowers enter into a Master Hedging Agreement with respect to all or part of an advance (a “Swapped Portion”) Advance and the floating interest rate under the Master Hedging Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers Lender may agree to replace the Tranche Rate hereunder solely in respect for such Advance or part of such Swapped Portion an Advance with Daily Simple SOFR and a Spread Adjustment without the consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent Lender and Borrowers amend such Master Hedging Agreement to include, or terminate such Master Hedging Agreement and enter into a new Master Hedging Agreement with, a floating interest rate thereunder of Term SOFRthe original Tranche Rate, then the Administrative Agent and Borrowers Lender may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR the original Tranche Rate (and a Spread Adjustment, if applicable) hereunder without the consent of any other party hereto; and, in either such event, ,
(A) Daily Simple SOFR or Term SOFR, as applicable, such rate shall be a Successor Rate hereunder, and (B) the Administrative Agent Lender shall provide written notice thereof to the LendersBorrowers.
Appears in 1 contract
Tranche Rate Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Master Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.16(b)), but without limiting Section 2.16(a) above, if the Administrative Agent reasonably determines (which determination shall be conclusive and binding on all parties hereto absent manifest error) that any of the circumstances described in Section 2.16(a)(i)-(iii) has occurred and is unlikely to be temporary or the administrator of the Tranche Rate or a Governmental Authority having or purporting to have jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date (the “Scheduled Unavailability Date”) after which the Tranche Rate will no longer be representative or made available or used for determining the interest rate of loans or otherwise cease or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Benchmarks, and there is no successor administrator reasonably satisfactory to the Administrative Agent, then on a date and time determined by the Administrative Agent (the “Tranche Rate Replacement Date”)Agent, but no later than the Scheduled Unavailability Date, the Tranche Rate will be replaced hereunder and under any other Loan Document with (1) Daily Simple SOFR plus the (“SOFR Adjustment or, (2) if the Tranche Rate described in (1) above is not available, such other rate to be determined by the Administrative Agent (in consultation with the BorrowerSuccessor Rate”); provided, however, that such rate shall be substantially similar to the rate described in Section 2.16(b)(i)(1) and determined consistent with such determinations made by the Administrative Agent in the ordinary course of business.
(ii) If the Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on the last Business Day of each month.
(iii) Notwithstanding anything to the contrary herein, if the Administrative Agent reasonably determines that the SOFR Successor Rate designated in Section 2.16(b)(i) above is not available or administratively feasible prior to the Tranche Rate Replacement Datefeasible, or if any of the circumstances described in the initial paragraph of this Section 2.16(b) with regard to the Tranche Rate has occurred with respect to a SOFR Successor Rate then in effect, the Administrative Agent and Borrowers may amend this Agreement solely for the purpose of replacing the Tranche Rate or any then current SOFR Successor Rate in accordance with this Section 2.16(b) with another alternative benchmark rate and a Spread Adjustment, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities and any recommendations of a relevant Governmental Authority, and which Spread Adjustment or method for calculating such Spread Adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion. .
(iii) If the SOFR Successor Rate is based on Daily Simple SOFR, interest shall be due and payable on a monthly basis on the last Business Day of each month.
(iv) Any such alternative benchmark rate and Spread Adjustment shall constitute a SOFR Successor Rate hereunder. Any such amendment shall become effective on the date set forth in a written notice provided by the Administrative Agent to the Borrowers and Lenders (such date to be five (5) or more Business Days after the date of such notice) unless the Required Lenders have provided written notice of their objection to such amendment on or before the fifth Business Day after the Administrative Agent provides such notice.
. For the avoidance of doubt, from and after such date, (ivx) The Administrative Agent will promptly all Tranche Rate Loans shall bear interest at the SOFR Successor Rate plus the Applicable Margin; and (y) all references herein and in one or more notices) notify any other Loan Documents to “Tranche Rate” shall mean and refer to the Borrowers and Lenders of the implementation of any SOFR Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
(v) In connection with the use, implementation and administration of a Tranche Rate, including any Successor Rate (including, without limitation, pursuant to Section 2.16(b)(vii) below), the Administrative Agent will have the right, in consultation with the Borrowers, 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; provided that the Administrative Agent shall provide notice of such Conforming Changes to the Borrowers and Lenders reasonably promptly after such amendment becomes effective.
(vi) Notwithstanding anything to the contrary herein, if the Successor Rate would be less than the Floor, the Successor Rate will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. Further, if the Relevant Rate to be replaced is rounded upwards to the next 1/100th of 1% under the terms of this Agreement or any Loan Document, the Successor Rate shall also be rounded up to the next 1/100th of 1%; provided further that this provision governing rounding shall not apply if any Borrower has a Master Agreement is in effect with respect to all or part of an Extension of Credit.
(viivi) Notwithstanding anything to the contrary contained herein, if, after the Closing Restatement Effective Date, the Borrowers enter any Borrower enters into a Master Agreement with respect to all or part of an advance (a “Swapped Portion”) Tranche Rate Loan and the floating interest rate under the Master Agreement is Daily Simple SOFR, the Administrative Agent and Borrowers may agree to replace the Tranche Rate hereunder solely in respect of such Swapped Portion with Daily Simple SOFR and a Spread Adjustment without consent of any other party hereto; provided further that, if subsequent thereto, the Administrative Agent and Borrowers amend such Master Agreement to include, or terminate such Master Agreement and enter into a new Master Agreement with, a floating interest rate thereunder of Term SOFRthe original Tranche Rate, then the Administrative Agent and Borrowers may further agree to replace Daily Simple SOFR hereunder solely in respect of such Swapped Portion with Term SOFR the original Tranche Rate (and a Spread Adjustment, if applicable) hereunder without consent of any other party hereto; and, in either such event, (A) Daily Simple SOFR or Term SOFR, as applicable, such rate shall be a SOFR Successor Rate hereunder, and (B) the Administrative Agent shall provide written notice thereof to the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Tiptree Inc.)
