Transition to SOFR Clause Samples

The "Transition to SOFR" clause establishes the process for replacing an existing interest rate benchmark, such as LIBOR, with the Secured Overnight Financing Rate (SOFR) in financial agreements. It typically outlines the conditions under which the transition occurs, the method for determining the new rate, and any necessary adjustments to maintain economic equivalence. This clause ensures that contracts remain effective and enforceable if the original benchmark becomes unavailable or is discontinued, thereby providing certainty and continuity for both parties.
Transition to SOFR. Notwithstanding any other provision herein or in any other Credit Document, any Loan that constitutes a Eurodollar Rate Loan (as defined in the Existing Credit Agreement) that is outstanding as of the Amendment No. 3 Effective Date shall continue as such until the end of the applicable Interest Period for such Eurodollar Rate Loan and the provisions of the Existing Credit Agreement applicable thereto shall continue and remain in effect (notwithstanding the entry into this Amendment and the occurrence of the Amendment No. 3 Effective Date) until the end of the applicable Interest Period for such Eurodollar Rate Loan, after which such provisions shall have no further force or effect and upon which date the terms of the Amended Credit Agreement shall automatically apply to such Loans without any further action by any party; provided that, for the avoidance of doubt, at any time from and after the Amendment No. 3 Effective Date, the Borrower shall not be permitted to request a Borrowing of, conversion to, or continuation of, any Eurodollar Rate Loan and shall instead request that any such Borrowing is made in, converted to or continued as, as applicable, a Loan bearing interest at Adjusted Term SOFR or Base Rate.
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Transition to SOFR. Notwithstanding anything to the contrary set forth in the Credit Agreement or the Amended Credit Agreement, in lieu of the Borrower delivering a notice or taking any other action proscribed thereby, each party hereto hereby agrees that (a) all Term Loans outstanding on the Amendment Effective Date immediately after giving effect to this Amendment and the transactions contemplated hereby (which constitute all remaining outstanding Term Loans under the Credit Agreement as of such date) shall be immediately (and without further action) converted to SOFR Loans with an Interest Period of one month, in each case, subject to the terms of the Amended Credit Agreement, and (b) any fees owing pursuant to Section 2.13 of the Credit Agreement due to such conversion are hereby waived. AMERICAS 118694911
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Transition to SOFR. Notwithstanding anything set forth in the Existing Agreement or the Amended Credit Agreement, but subject to Section 2.06(b) of the Amended Credit Agreement, in lieu of the Borrower delivering a notice or taking any other action proscribed thereby, as of the First Amendment Effective Date (after giving effect to this Amendment and subject to Section 2.06(b) thereof), all Loans outstanding on the First Amendment Effective Date (or such later date subject to Section [Signature Page to Amendment] ADMINISTRATIVE AGENT: OWL ROCK TECHNOLOGY FINANCE CORP. By: Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory [Signature Page to Amendment] LENDERS: OR TECH LENDING LLC By: Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory OR LENDING LLC By: Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory ORO BL LLC By: Owl Rock Opportunistic Master Fund I, L.P. Its Sole Member By: Owl Rock Opportunistic GP, LLC its General Partner By: Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory US-DOCS\133960080.4 EXHIBIT A Amended Credit Agreement See attached. EXECUTION COPY Conformed through First Amendment to Credit Agreement Dated October 18, 2022 CREDIT AGREEMENT dated as of June 30, 2021 among BLEND LABS, INC., as Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, OWL ROCK TECHNOLOGY FINANCE CORP., as Administrative Agent and Collateral Agent OWL ROCK TECHNOLOGY ADVISORS LLC, as Lead Arranger and Bookrunner, and OR TECH LENDING LLC, OR LENDING LLC, and ORO BL LLC, as Co-Syndication Agents. US-DOCS\121951479.16133960081.2
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Transition to SOFR. Notwithstanding anything to the contrary set forth in the Existing First Lien Credit Agreement or the Amended First Lien Credit Agreement: (a) if the Administrative Agent has not received a Required Initial Term Loan Lender Objection as of the Negative Consent Determination Time, then, in lieu of the Lead Borrower delivering a notice or taking any other action proscribed by the Existing First Lien Credit Agreement or the Amended First Lien Credit Agreement, all Initial Term Loans outstanding on the Third Amendment Effective Date immediately prior to giving effect to this Amendment (which, for the avoidance of doubt, is all outstanding Initial Term Loans under the Existing First Lien Credit Agreement as of such date) shall continue to accrue interest and be paid in accordance with the terms of, and the Initial Term Loans shall be subject to the other provisions applicable to Eurodollar (as defined in the Existing First Lien Credit Agreement) Loans in, the Existing First Lien Credit Agreement until the end of the Interest Period (as defined in the Existing First Lien Credit Agreement) applicable thereto, at which point such Initial Term Loans shall be automatically converted to Initial Term Loans bearing interest at the Adjusted Term SOFR Rate with an Interest Period of three (3) months until such time as otherwise provided under the Amended First Lien Credit Agreement; and (b) if the Administrative Agent has received a Required Initial Term Loan Lender Objection as of the Negative Consent Determination Time, then all Initial Term Loans shall continue to accrue interest and be paid in accordance with the terms of, and the Initial Term Loans shall be subject to the other provisions applicable to Eurodollar (as defined in the Existing First Lien Credit Agreement) Loans in, the Existing First Lien Credit Agreement until a Benchmark Replacement (as defined in the Existing First Lien Credit Agreement) is determined and a Benchmark Replacement Date (as defined in the Existing First Lien Credit Agreement) occurs with respect to such Initial Term Loans.
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Transition to SOFR. Notwithstanding any other provision herein or in any other Loan Document, any Loan that constitutes a Eurodollar Loan (as defined in the Credit Agreement as in effect immediately prior to the Benchmark Transition Date) that is outstanding as of the Benchmark Transition Date shall continue as such until the end of the applicable Interest Period for such Eurodollar Loan and the provisions of the Credit Agreement applicable thereto shall continue and remain in effect (notwithstanding the entry into this Amendment and the occurrence of the Benchmark Transition Date) until the end of the applicable Interest Period for such Eurodollar Loan, after which such provisions, subject to the terms of Section 5.1 hereof, shall have no further force or effect and upon which date the terms of the Credit Agreement as amended by this Amendment notwithstanding this Section 5.7 shall automatically apply to such Loans without any further action by any party.
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Transition to SOFR. Notwithstanding anything set forth in the Existing Credit Agreement, the Amended Credit Agreement or any other Loan Document to the contrary, the parties hereto acknowledge and agree that (i) all Eurocurrency Loans (as defined in the Existing Credit Agreement) denominated in Dollars and outstanding immediately prior to the First Amendment Effective Date (the “Existing USD Eurocurrency Loans”) will continue as “Eurocurrency Loans” in accordance with the Existing Credit Agreement until the last day of the Interest Period applicable to the Existing USD Eurocurrency Loans (or, the following Business Day if such day is not a Business Day) and, to the extent it remains outstanding on such date, shall be available to be converted by the Borrower to a Term SOFR Loan or an ABR Loan.
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Related to Transition to SOFR

  • AUTHORIZATION TO SUPPLEMENT If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extension of any trademark registration. Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

  • RELEASE OF GENERAL INFORMATION TO THE PUBLIC AND MEDIA NASA or Partner may, consistent with Federal law and this Agreement, release general information regarding its own participation in this Agreement as desired. Pursuant to Section 841(d) of the NASA Transition Authorization Act of 2017, Public Law 115-10 (the "NTAA"), NASA is obligated to publicly disclose copies of all agreements conducted pursuant to NASA's 51 U.S.C. §20113(e) authority in a searchable format on the NASA website within 60 days after the agreement is signed by the Parties. The Parties acknowledge that a copy of this Agreement will be disclosed, without redactions, in accordance with the NTAA.

  • Notification to Subsequent Employer When the Executive’s employment with the Company terminates, the Executive agrees to notify any subsequent employer of the restrictive covenants sections contained in this Agreement. The Executive will also deliver a copy of such notice to the Company before the Executive commences employment with any subsequent employer. In addition, the Executive authorizes the Company to provide a copy of the restrictive covenants sections of this Agreement to third parties, including but not limited to, the Executive’s subsequent, anticipated, or possible future employer.

  • Certification Regarding Entire TIPS Agreement for Part 1 and Part 2 Contracts 5 This is a two part solicitation. Part 1 is solicited for TIPS sales that are not considered a "public work" construction (1) The TIPS solicitation document resulting in the Agreement; (2) Any addenda or clarifications issued in relation to the corresponding TIPS solicitation; (3) All solicitation information provided to Vendor by TIPS through the TIPS eBid System; (3) Vendor’s entire proposal response to the corresponding TIPS solicitation including all accepted required attachments, acknowledged notices and certifications, accepted negotiated terms, accepted pricing, accepted responses to questions, and accepted written clarifications of Vendor’s proposal, and; any properly included attachments to the TIPS Contract. Does Vendor agree? Yes, Vendor agrees TIPS Members often turn to TIPS Contracts for ease of use and to receive discounted pricing. Vendor must respond with a percentage from 0%-100%. The percentage discount that you input below will be applied to your Part 1 "Catalog Pricing", as defined in the solicitation, for all TIPS Sales made during the life of the contract. You cannot alter this percentage discount once the solicitation legally closes. You will always be required to discount every TIPS Sale by the percentage included below with the exception of limited goods/services specifically identified and excluded from this discount in Vendor’s original proposal. If you add goods or services to your "Catalog Pricing" during the life of the contract, you will be required to sell those new items with this discount applied.

  • Notification to Employees The Employer will inform, in writing, new, transferred, temporary, promoted, or demoted employees prior to appointment into positions included in the bargaining unit(s) of the Union’s exclusive representation status. Upon appointment to a bargaining unit position, the Employer will furnish the employees with membership materials provided by the Union. The Employer will inform employees, in writing, if they are subsequently appointed to a position that is not in a bargaining unit.