Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(i) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders. (ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis. (iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Financing Document (and any Swap Contract shall be deemed not to be a “Financing Document, but subject to ” for purposes of this Section 8.4(a)(ii3.03), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Financing Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Financing Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Financing Document in respect of any Benchmark setting and will become effective at or after 5:00 p.m. (New York City time) time on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders County without any amendment to this Agreement or further action or consent of the County.
(ii) Notwithstanding anything to the contrary herein or in any other Financing Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Financing Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
Financing Document; provided that this clause (ii) If shall not be effective unless the Benchmark Replacement is Adjusted Daily Simple Purchaser has delivered to the County a Term SOFR Notice. For the avoidance of doubt, the Purchaser shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference not elect to such rate will be payable on a monthly basisdo so in its sole discretion.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Supplemental Trust Agreement
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedging Contract shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii2.20 (Benchmark Replacement Setting)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred for a currency prior to the Reference Time in respect of any setting of the a then-current BenchmarkBenchmark for such currency, then (Ai) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(ia)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (Bii) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(iii) or (cb) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Requisite Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii)herein, if a Benchmark Transition Event Event, and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(ia) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (cb) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. P.M. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided by the Facility Agent to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) If At any time that the administrator of the then-current Benchmark Replacement has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is Adjusted Daily Simple SOFR intended to measure and that representativeness will not be restored, PMI or Daily Compounded ▇▇▇▇▇any Borrower may revoke any request for a borrowing of, all interest payments on Benchmark Loans which conversion to or continuation of Advances to be made, converted or continued that would bear interest with by reference to such rate Benchmark until PMI or such Borrower’s receipt of notice from the Facility Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, PMI or such Borrower will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be have converted any such request into a “Loan Document” request for purposes a borrowing of this or conversion to an Advance whose rate of interest is calculated pursuant to Section 8.42.8(g), mutatis mutandis.
Appears in 1 contract
Sources: Credit Agreement (Philip Morris International Inc.)
Benchmark Replacement. (ia) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and Credit Document.
(Bb) if a Notwithstanding anything to the contrary herein or in any other Credit Document, the LC Issuer will have the right to make Benchmark Replacement is determined Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in accordance with clause (a)(ii)any other Credit Document, (b)(ii) or (c) of the definition of “Benchmark Replacement” for any amendments implementing such Benchmark Replacement Date, such Benchmark Replacement Conforming Changes will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Day after the date notice of such Benchmark Replacement is provided to the Lenders become effective without any amendment to, or further action or consent of any other Party to, party to this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority LendersCredit Document.
(c) The LC Issuer will promptly notify the Guarantor of (1) any occurrence of a Benchmark Transition Event, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.03.
(d) Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (a) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the LC Issuer in its reasonable discretion or (b) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the LC Issuer may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) If if a tenor that was removed pursuant to clause (i) above either (a) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (b) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the LC Issuer may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark Replacement is Adjusted Daily Simple SOFR settings at or Daily Compounded ▇▇▇▇▇after such time to reinstate such previously removed tenor.
(e) Any determination, all decision or election that may be made by the LC Issuer pursuant to this Section 2.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.03.
(f) The LC Issuer does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration of, submission of, calculation of or availability of or any other matter related to any interest payments on Benchmark Loans which bear interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference to such rate will be payable on a monthly basissimilar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any interest rate prior to its discontinuance or unavailability.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii), if <if>upon the occurrence of a Benchmark Transition Event Event< or an Early Opt-in Election, as applicable, >and its related Benchmark Replacement Date have occurred <prior to the Reference Time in respect of any setting of of>, Agent and Administrative Borrower may amend this Agreement to replace the then-current Benchmark<, then (Aa) if if> with a Benchmark Replacement Replacement< is determined in accordance with clause (a)(ia) or (b)(ib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (Bb) if a Benchmark Replacement is determined in accordance connection with clause (a)(ii), (b)(ii) or (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Datean Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after after>. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after <the date notice of such Benchmark Replacement is provided to the Lenders without any>Agent has posted such proposed amendment to <any amendment toLoan Document, or further action or consent of any other Party party to, this Agreement or any other Loan Document Document,>all Lenders and Borrower so long as the Agent has not received, by such time, written notice of objection to such <Benchmark Replacement Replacement>amendment from Lenders comprising the Majority Required Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4..
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with a Swap Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(iititled “Benchmark Replacement Setting”), if a Benchmark Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark for any Currency, then (Ax) if a Benchmark Replacement is determined in accordance with (A) in the case of USD LIBOR, clause (a)(ia) or (b)(ib) and (B) in the case of €STR or ▇▇▇▇▇, clause (1), in either case, of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with (A) in the case of USD LIBOR, clause (a)(ii), (b)(ii) or (c) and (B) in the case of €STR or ▇▇▇▇▇, clause (b), in either case, of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) If Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark consisting of a Daily Simple RFR for the applicable Currency, then the applicable Benchmark Replacement is Adjusted Daily Simple SOFR will replace such Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Loan Document in respect of such Benchmark for the applicable Currency setting and subsequent Benchmark settings, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certaintywithout any amendment to, no Hedging or further action or consent of any other party to, this Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of this Section 8.4doubt, the Administrative Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Integral Ad Science Holding Corp.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Facility Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Facility Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Facility Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Facility Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth date agreed to by the Administrative Agent and the Seller.
(5thii) Banking Day after Notwithstanding anything to the date notice contrary herein or in any other Facility Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then current Benchmark for all purposes hereunder or under any Facility Document in respect of such Benchmark Replacement is provided to the Lenders setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
Facility Document; provided that this clause (ii) If shall not be effective unless the Benchmark Replacement is Adjusted Daily Simple Administrative Agent has delivered to the Seller a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice
after a Term SOFR Transition Event and may elect or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference not elect to such rate will be payable on a monthly basisdo so in its sole discretion.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Ortho Clinical Diagnostics Holdings PLC)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument if, but subject to Section 8.4(a)(ii), if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time inwith respect ofto any setting of the then-current Benchmark, then (Ax) if the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after after. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document DocumentAdministrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Majority Required Lenders.
(ii) If the . No replacement of a Benchmark with a Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference pursuant to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.42.14(c)(i) will occur prior to the applicable Benchmark Transition Start Date.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii), if upon the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current BenchmarkDate, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(ia) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and the definition of “Adjusted Term SOFR” shall be deemed modified to delete the addition of the Term SOFR Index Adjustment to Term SOFR for any calculation, and (B) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (cb) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, Agent and the Borrowers may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement, and any such Benchmark Replacement amendment will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after Agent has posted such proposed amendment to all Banks and the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party to, this Agreement or any other Loan Document Borrowers so long as the Agent has not received, by such time, written notice of objection to such amendment from Banks comprising the Required Banks. Unless and until a Benchmark Replacement from Lenders comprising the Majority Lenders.
is effective in accordance with this Section 3.03(b), (i) all Loans denominated in Dollars shall be converted into Base Rate Loans and (ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement denominated in any Alternate Currency shall be deemed converted to be a “Loan Document” for purposes Base Rate Loans denominated in Dollars, in each case in accordance with the provisions of this Section 8.43.03(a).
Appears in 1 contract
Sources: Credit Agreement (Nordson Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii), if ifupon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of , the Agent and the Borrower may amend this Agreement to replace the then-current Benchmark, then (Ax) if with a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(i1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after after. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any anyAgent has posted such proposed amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document all Lenders and the Borrower so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Majority Required Lenders.
(ii) If the . No replacement of a Benchmark with a Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference pursuant to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.411.6(a) will occur prior to the applicable Benchmark Transition Start Date.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii3.03), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
(ii) If Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this Section 3.03(b)(ii), if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this Section 3.03(b)(ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR or Daily Compounded ▇▇▇▇▇Notice. For the avoidance of doubt, all interest payments on Benchmark Loans which bear interest with reference the Administrative Agent shall not be required to such rate will be payable on deliver a monthly basisTerm SOFR Notice after a Term SOFR Termination Event and may do so in its sole discretion.
(iii) For certaintyIn connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(iv) The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (v) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.03.
(v) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no Hedging Agreement shall longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (i) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(vi) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be a “Loan Document” for purposes used in any determination of this Section 8.4Alternate Base Rate.
Appears in 1 contract
Sources: Credit Agreement (Berry Corp (Bry))
Benchmark Replacement. (i1) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with a Swap Contract xci shall be deemed not to be a "Loan Document, but subject to " under clause (b) of the definition of "Loan Documents" for purposes of this Section 8.4(a)(iititled "Benchmark Replacement Setting"), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current BenchmarkBenchmark for any Currency, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(i1) of the definition of “"Benchmark Replacement” " for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (a)(ii2), (b)(ii) 3), or (c4) of the definition of “"Benchmark Replacement” " for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority LendersRequired Lenders (in the case of any Benchmark Replace for Dollars) or the Required Revolving Lenders (in the case of any Benchmark Replace for any Alternative Currency), as applicable, of objection to (i) with respect to a Benchmark Replacement determined in accordance with clause (2) or (3) of the definition of "Benchmark Replacement," the related Benchmark Replacement Adjustment and (ii) with respect to a Benchmark Replacement determined in accordance with clause (4) of the definition of "Benchmark Replacement," such Benchmark Replacement.
(ii2) If Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term RFR Transition Date has occurred prior to the applicable reference time in respect of any setting of the then-current Benchmark consisting of a Daily Simple RFR for the applicable Currency, then the applicable Benchmark Replacement is Adjusted Daily Simple SOFR will replace such Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Loan Document in respect of such Benchmark for the applicable Currency setting and subsequent Benchmark settings, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certaintywithout any amendment to, no Hedging or further action or consent of any other party to, this Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that this clause (2) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of this Section 8.4doubt, the Administrative Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Ansys Inc)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii), Document if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current any Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(ia) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, the Administrative Agent and the Borrower will amend this Agreement to replace such Benchmark with such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings settings, which amendment shall become effective without any amendment to, or further action or consent of any other Party to, party to this Agreement or any other Loan Document Document; provided that any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period unless such amendment otherwise becomes effective prior to such date and shall continue to constitute ABR Loans until the effectiveness of such amendment, and (B) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (cb) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, the Administrative Agent and the Borrower will amend this Agreement to replace such Benchmark with such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting setting, which amendment shall become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of on which such Benchmark Replacement amendment is provided to the Lenders (without any amendment to, or further action or consent of any other Party to, party to this Agreement or any other Loan Document Document) so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
(ii) Required Lenders . If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (EverCommerce Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with a Hedging Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(iititled “Benchmark Replacement Setting”), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority LendersRequired Lenders of each Class.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii), if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Agent and its related Benchmark Replacement Date have occurred prior the Borrower may amend this Agreement to any setting of replace the then-current Benchmark, then (A) if LIBO Rate with a Benchmark Replacement is determined in accordance Replacement. Any such amendment with clause (a)(i) or (b)(i) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party to, this Agreement or any other Loan Document and (B) if to a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of Agent has posted such Benchmark Replacement is provided proposed amendment to all Lenders and the Lenders without any amendment to, or further action or consent of any other Party to, this Agreement or any other Loan Document Borrower so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
Required Lenders that such Required Lenders (iiA) If in the case of an amendment to replace the LIBO Rate with a SOFR-Based Rate, object to the Benchmark Replacement Adjustment; or (B) in the case of an amendment to replace the LIBO Rate with a Benchmark Replacement that is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇not a SOFR-Based Rate, all interest payments on Benchmark Loans which bear interest with reference object to such rate amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Any such amendment with respect to an Early Opt-in Election will be payable become effective on the date that Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders accept such amendment. No replacement of the LIBO Rate with a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed Benchmark Replacement pursuant to be a “Loan Document” for purposes of this Section 8.43.03(b) will occur prior to the applicable Benchmark Transition Start Date.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary contrary(a) herein or in any other Loan Document, but subject to Section 8.4(a)(ii), if ifupon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the any then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after afterwith respect to any Benchmark, the Administrative Agent and the Borrowers may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document DocumentAdministrative Agent has posted such proposed amendment to all Lenders and the Borrowers so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Majority Required Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Transaction Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders Purchaser Agents without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Transaction Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders Purchasers comprising the Majority LendersRequired Purchasers.
(ii) If Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document; provided that this clause (ii) shall not be effective unless the Agent has delivered to the Purchaser Agents and the Seller a Term SOFR Notice. For the avoidance of doubt, the Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference not elect to such rate will be payable on a monthly basisdo so in its sole discretion.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Secured Hedge Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii), 2.14) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the any then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority LendersRequired Lenders of each Class.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (Open Lending Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, but subject to Section 8.4(a)(ii), upon the occurrence of a Benchmark if a Benchmark Transition Event and or an Early Opt-in Election, as applicable, the Deal Agent may amendand its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then then, (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i2) or (b)(i3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or to replace LIBOR withor any other Loan Transaction Document and (By) if a Benchmark Replacement Replacement. Any such amendment will become effective is determined in accordance with clause (a)(ii), (b)(ii1) or (c4) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) ▇.▇.▇▇ on the fifth tenthfirst (5th10th1st) Banking Business Day after the date Deal Agent hasdate notice of such Benchmark Replacement is provided such proposed amendment to the Lenders Borrower without any amendment to, or further action or consent of any other Party tothe Borrower, this Agreement or any other Loan Document so long as the Deal Agent has not received, by such time, written notice of objection to such amendment from the Borrower if such amendment is with respect to an Early Opt-in Election. No replacement of LIBOR with aany other party to, this Agreement or any other Transaction Document; provided that if such Benchmark Replacement from Lenders comprising will replace the Majority Lenders.
then-current Benchmark during an Interest Period pursuant to the provisions of this Section 2.14 will occur prior to the applicable Benchmark Transition Start Date.clause (ii) If a), then such replacement will be postponed until the first setting of the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇applicable to the immediately following Interest Period, all interest payments on which will result in the temporary occurrence of a Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.Unavailability Period
Appears in 1 contract
Sources: Loan and Security Agreement (Credit Acceptance Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii), if ifupon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of of, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark, then (Ax) if with a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting setting. Any such amendment with respect to a Benchmark Transition Event will become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document DocumentAdministrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Majority Required Lenders.
. If (i) a Benchmark Replacement Date has occurred for the LIBO Rate and the applicable Benchmark Replacement on such Benchmark Replacement Date for the LIBO Rate is a Benchmark Replacement other than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) If subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in Dollars and the Borrower requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from the Borrower, the Administrative Agent determines (in its sole discretion) that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may (in its sole discretion) provide the Borrower and Lenders with written notice that from and after a date identified in such notice: (i) a Benchmark Replacement Date shall be deemed to have occurred, the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on such Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance No replacement of a Benchmark with clause (a)(1) of the definition of “Loan Documenta Benchmark Replacement” under pursuant to this Section 2.08; provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement (for avoidance of doubt, for purposes of this proviso, such Benchmark Replacement Adjustment shall be the Benchmark Replacement Adjustment which was established in accordance with the definition of “Benchmark Replacement Adjustment” on the date determined in accordance with clauses (1) or (2), as applicable, of the definition of “Benchmark Replacement Date” hereunder) and (ii) such forward looking term rate shall be deemed to be the forward looking term rate referenced in the definition of “Term SOFR” for all purposes hereunder or under any Loan Document in respect of any Benchmark setting and any subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Section 8.42.08 shall apply with respect to such election of the Administrative Agent as completely as if such forward-looking term rate was initially determined in accordance with clause (1) of the definition of “Benchmark Replacement”, including the provisions set forth in clauses (b) and (f) of this Section 2.08 will occur prior to the applicable Benchmark Transition Start Date.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then then, (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2a) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate in connection with a Benchmark Transition Event, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, or in connection with an Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment toto this Agreement or any other Loan Document, or further action or consent of the Borrower,any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) . If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable monthly on a monthly basis.
(iii) For certainty, no Hedging Agreement the fifth day following the last day of each month. No swap agreement shall be deemed to be constitute a “Loan Document” for purposes of this Section 8.42.11.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in in(a) any other Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(iititled “Benchmark Replacement Setting”), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in each instance notwithstanding the requirements of Section 9.02 or anything else contained herein or in any other Loan Document, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (Griffin Capital Essential Asset REIT, Inc.)
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii10.6(b)(i), ) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority LendersRequired Initial Revolving Lenders in the case of a Benchmark Replacement with respect to the Initial Revolving Loans or Initial Revolving Loan Commitments or from Lenders comprising the Required Term D Lenders in the case of a Benchmark Replacement to the Term D Loans.
(iiB) If Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple SOFR Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certaintywithout any amendment to, no Hedging or further action or consent of any other party to, this Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that this clause (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of this Section 8.4doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with a Swap Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii2.14), if a Benchmark Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark for any Currency, then (Ax) if a Benchmark Replacement is determined in accordance with (A) in the case of Term SOFR, clause (a)(i) and (B) in the case of €STR or ▇▇▇▇▇, clause (b)(i) ), in either case, of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with (A) in the case of Term SOFR, clause (a)(ii) and (B) in the case of €STR or ▇▇▇▇▇, clause (b)(ii), (b)(ii) or (c) in either case, of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not |US-DOCS\159511341907.1259.8|| received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) If Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark consisting of a Daily Simple RFR for the applicable Currency, then the applicable Benchmark Replacement is Adjusted Daily Simple SOFR will replace such Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Loan Document in respect of such Benchmark for the applicable Currency setting and subsequent Benchmark settings, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certaintywithout any amendment to, no Hedging or further action or consent of any other party to, this Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of this Section 8.4doubt, the Administrative Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Integral Ad Science Holding Corp.)
Benchmark Replacement. (i1) Notwithstanding anything to the contrary herein or in any other Loan Document, Program Document but subject to Section 8.4(a)(ii)12(d) below, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current BenchmarkBenchmark is LIBOR, then notwithstanding anything to the contrary herein or in any other Program Document, on the earlier of (Ai) if a Benchmark Replacement is determined the date that LIBOR has either permanently or indefinitely ceased to be provided by IBA or has been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in accordance with clause (a)(i) or (b)(i) of the definition of “Benchmark Replacement” for such Benchmark Replacement Effective Date, such the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Program Document in respect of any setting of such Benchmark setting on such day and all subsequent Benchmark settings without any amendment to, or further action or consent of any other Party to, this party to the Agreement or any other Loan Document and Program Document.
(B2) if If the then-current Benchmark is a rate other than LIBOR, upon the occurrence of a Benchmark Replacement is determined in accordance with clause (a)(ii)Transition Event, (b)(ii) or (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such the then-current Benchmark for all purposes hereunder and under any other Loan Program Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders Buyer and Seller without any amendment to, or further action or consent of any other Party party to, this the Agreement or any other Loan Program Document so long as the Calculation Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising Buyer or Seller. At any time that the Majority Lenders.
(ii) If administrator of the then-current Benchmark Replacement has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is Adjusted Daily Simple SOFR intended to measure and that representativeness will not be restored, Seller may revoke any request for a Transaction to be made or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which continued that would bear interest with by reference to such rate will be payable on Benchmark until Seller’s receipt of notice from the Calculation Agent that a monthly basisBenchmark Replacement has replaced such Benchmark.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Master Repurchase Agreement (Angel Oak Mortgage, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, but subject to Section 8.4(a)(ii), if upon the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date in connection with a Benchmark Transition Event, such Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of such Benchmark setting and subsequent Benchmark settings without any amendment or further action or consent of any other party hereto, and (b)(iy) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder the Administrative Agent and under any other Loan Document in respect the Borrower Representative may amend the terms of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party to, this Agreement to replace the then-current Benchmark with a Benchmark Replacement, with any such amendment to become effective as soon as practicable for the Administrative Agent and the Borrower Representative. No replacement of Term SOFR (or any other Loan Document and (Bthe then-current Benchmark) if with a Benchmark Replacement is determined in accordance with pursuant to clause (a)(ii), y) above will occur prior to the earlier of (b)(iii) or (c) of the definition of “Benchmark Replacement” for such applicable Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder Date and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
(ii) If if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the Benchmark Replacement 180th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is Adjusted Daily Simple SOFR fewer than 180 days after such statement or Daily Compounded ▇▇▇▇▇publication, the date of such statement or publication). Borrower Representative shall pay all interest payments on Benchmark Loans which bear interest reasonable and documented out-of-pocket costs (including reasonable and documented out-of-pocket attorney fees of one counsel to the Administrative Agent) incurred by the Administrative Agent in connection with reference to such rate will be payable on a monthly basis.
(iii) For certaintyany amendment and related actions, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes negotiation, documentation or enforcement of the terms hereof or any related matters contemplated in this Section 8.42.06.3(f).
Appears in 1 contract
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and, for the avoidance of doubt, any Guaranteed Bank Product or Guaranteed Hedge shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii2.09(b)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 3:00 p.m. (New York City Denver, Colorado time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Required Lenders comprising of each Class (which written notice will specify the Majority Lendersprovisions of such amendment to which such the Required Lenders object); provided, that, with respect to any proposed amendment containing any SOFR-based Benchmark Replacement, the Required Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein.
(iiB) If Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this clause (b)(i)(B), if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple SOFR Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certaintywithout any amendment to, no Hedging or further action or consent of any other party to, this CHAR1\1795764v6 Agreement shall be deemed to be a “or any other Loan Document” for purposes of ; provided that, this Section 8.4clause (b)(i)(B) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrowers a Term SOFR Notice.
Appears in 1 contract
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii4.8(c), ) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(iiB) If Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple SOFR Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certaintywithout any amendment to, no Hedging or further action or consent of any other party to, this Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that this clause (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of this Section 8.4doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Ubiquiti Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii), if ifupon the occurrence of a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark, then (Ax) if with a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after after. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document DocumentAdministrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Majority Required Lenders.
(ii) If the . No replacement of a Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.104486778_2104486778_9
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Credit Document in respect of such Benchmark setting and subsequent Benchmark settings settings, without any amendment to, or further action or consent of any other Party to, this Agreement party hereto or to any other Loan Document Credit Document, and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Credit Document in respect of any Benchmark setting at or after 5:00 p.m. that occurs more than five (New York City time5) on the fifth (5th) Banking Day Business Days after the date notice of such Benchmark Replacement is provided to the Lenders Lenders, without any amendment to, or further action or consent of any other Party to, this Agreement party hereto or to any other Loan Document Credit Document, so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Class Lenders.
. The Borrowers shall pay all out-of-pocket costs (iiincluding reasonable attorneys’ fees) If incurred by the Benchmark Replacement is Adjusted Daily Simple SOFR Administrative Agent in connection with the negotiation or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
enforcement of the terms hereof or any related matters contemplated in this Section 2.07.10 (iii) this “Section”). For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4Section, any interest rate hedging agreement related to the loan evidenced hereby shall be excluded from the definition of a “Credit Document”. The parties hereto acknowledge that a Benchmark Transition Event has occurred with respect to LIBOR with the public announcements on March 5, 2021, by the ICE Benchmark Administration (IBA) and the U.K. Financial Conduct Authority (FCA), that the IBA will permanently cease to publish all remaining tenors of LIBOR on June 30, 2023, for which the related Benchmark Replacement Date is anticipated to be June 30, 2023.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Facility Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the a then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate or in connection with an Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Facility Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Facility Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate or in connection with an Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Facility Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) time on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the USActive 56468589.1056468589.17 Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Facility Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Blackstone Private Credit Fund)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in theany Other Documents (and any other Loan agreement executed in connection with an Interest Rate Hedge shall be deemed not to be an “Other Document, but subject to ” for purposes of this Section 8.4(a)(iititled “Benchmark Replacement Setting”3.8.2), if a Benchmark Transition Event has and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then then-current Benchmark, then (AxA) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Other Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any Other Document and (b)(iB) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Other Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Other Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Other Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.5:00
Appears in 1 contract
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(iititled “Benchmark Replacement Setting”), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (A1) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(ia)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (B2) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(iiB) If Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple SOFR Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certaintywithout any amendment to, no Hedging or further action or consent of any other party to, this Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that this clause (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of this Section 8.4doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Facility Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ii) or (b)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Facility Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Facility Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ciii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in each instance notwithstanding the requirements of Section 13.01 or anything else contained herein or in any other Facility Document, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Facility Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Facility Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) If ; provided that, at any time the Benchmark Replacement is Adjusted Daily Simple has been determined other than in accordance with clause (i) of the definition of “Benchmark Replacement” due to the unavailability of Term SOFR or Daily Compounded ▇▇▇▇▇and Term SOFR becomes available such that the Benchmark Replacement could be determined in accordance with clause (i) of the definition of “Benchmark Replacement”, all interest payments on the Administrative Agent and the Borrower each agree to cooperate in good faith to enter into amendments to this Agreement and the Facility Documents as applicable to implement such Benchmark Loans which bear interest with reference Replacement pursuant to such rate will be payable on a monthly basisclause (i) of the definition of “Benchmark Replacement”.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Capitala Finance Corp.)
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii4.8(c), ) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(iiB) If Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFRupon the occurrence of a Benchmark Transition Event, the Administrative Agent and its related Benchmark Replacement is Adjusted Daily Simple SOFR Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement willthe Borrower may amend this Agreement to replace the then-current Benchmark for all purposes hereunder or Daily Compounded under any Loan Document inwith a Benchmark Replacement. Any such amendment with respect of suchto a Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (B) shall not be effective unlessTransition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has deliveredposted such proposed amendment to ▇▇▇▇▇▇ affected Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt,so long as the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.(ii) has not received, all interest payments on Benchmark Loans which bear interest with reference by such time, written notice of objection to such rate will be payable on amendment from Lenders comprising the Required Lenders. No replacement of a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed Benchmark with a Benchmark Replacement pursuant to be a “Loan Document” for purposes of this Section 8.4.4.8(c)(i)(A) will occur prior to the applicable Benchmark Transition Start Date. 61 142128979_6 170630523_7
Appears in 1 contract
Sources: Credit Agreement (Ubiquiti Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, but subject to Section 8.4(a)(ii), if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time inwith respect ofto any setting of the any then-current Benchmark, then (Ax) if the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Transaction Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) . Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Transaction Document Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders holding greater than 50% of the aggregate Commitments then in effect. No replacement of a Benchmark with a Benchmark Replacement from Lenders comprising the Majority Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference Required Lenderspursuant to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.412.1 will occur prior to the applicable Benchmark Transition Start Date.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in connection with a Benchmark Transition Event, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Transaction Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, or in connection with an Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City Chicago time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to all the Lenders Purchasers and the Seller without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Transaction Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders Purchasers comprising the Majority LendersRequired Purchasers.
(ii) If Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple Date have occurred prior to the Reference Time in respect of any setting of 742893773 18589498 the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document; provided that this clause (ii) shall not be effective unless the Agent has delivered to the Seller a Term SOFR or Daily Compounded ▇▇▇▇▇Notice. For the avoidance of doubt, all interest payments on Benchmark Loans which bear interest with reference the Agent shall not be required to such rate will be payable on deliver a monthly basisTerm SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event and its related a Benchmark Replacement Date with respect thereto have occurred prior to the Reference Time in connection with any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(i) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such the then-current Benchmark for all purposes hereunder under this Agreement and under any other Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without requiring any amendment to, or requiring any further action by or consent of any other Party party to, this Agreement or any other Loan Document Transaction Document.
(ii) Administrative Agent will promptly notify all the parties hereto of (i) any occurrence of (A) a Benchmark Transition Event and (B) if a the Benchmark Replacement is determined in accordance Date with clause (a)(ii)respect thereto, (b)(iiii) or (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect implementation of any Benchmark setting at or after 5:00 p.m. Replacement, and (New York City timeiii) on the fifth (5th) Banking Day after the date notice effectiveness of such any Benchmark Replacement is provided Conforming Changes. Uniti – Bridge Loan and Security Agreement #97751373v29
(iii) Any determination, decision or election that may be made by the Administrative Agent pursuant to this Section 2.5, including any determination with respect to a tenor, rate or adjustment or of the Lenders without occurrence or non-occurrence of an event, circumstance or date and any amendment to, decision to take or further refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in the Administrative Agent’s sole discretion and without consent of from any other Party to, party to this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority LendersTransaction Document.
(iiiv) If Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement Replacement), (i) if the then-current Benchmark is Adjusted Daily Simple SOFR a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or Daily Compounded other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, all interest payments on then the Administrative Agent (acting at the direction of the Requisite Lenders) may, in consultation with the Borrower, modify by providing notice thereof (which may be via email) to the Borrower and the Lenders the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark Loans which bear interest with reference settings at or after such time to remove such rate will be payable unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a monthly basisscreen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify by providing notice thereof (which may be via email) to the Borrower and the Lenders the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(v) Other than as expressly set forth in this Agreement, the Administrative Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of the Term SOFR Reference Rate (or any other applicable Benchmark) or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of (except as directed by the Requisite Lenders), any termination date relating to the Term SOFR Reference Rate (or any other applicable Benchmark), (ii) to select determine or designate any alternative rate, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) For certaintyto select, no Hedging determine or designate any other modifier to any alternative rate or (iv) to determine whether or what alternative rate changes are necessary or advisable, if any, in connection with any of the foregoing. The Administrative Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement shall be deemed to be as a “result of the unavailability of the Term SOFR Reference Rate (or any other applicable Benchmark) and absence of a designated replacement benchmark, including as a result of any inability, delay, error or inaccuracy on the part of the Requisite Lenders in providing any direction, instruction, Uniti – Bridge Loan Document” for purposes and Security Agreement #97751373v29 notice or information required or contemplated by the terms of this Section 8.4Agreement and reasonably required for the performance of such duties. 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 any alternate replacement index to the Term SOFR Reference Rate, including without limitation, whether the composition or characteristics of any such alternate replacement index to the Term SOFR Reference Rate will be similar to, or produce the same value or economic equivalence of, the Term SOFR Reference Rate or have the same volume or liquidity as did the Term SOFR Reference Rate prior to its discontinuance or unavailability.
Appears in 1 contract
Sources: Bridge Loan and Security Agreement (Uniti Group Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(iititled “Benchmark Replacement Setting”), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (Retail Value Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Derivatives Contract shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii4.2.(b), ) if a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) . If the an Unadjusted Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (National Retail Properties, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document, but subject to ” for the purposes of this Section 8.4(a)(ii3.07), if a ▇▇▇▇▇ Benchmark Transition Event and its related ▇▇▇▇▇ Benchmark Replacement Date have occurred prior to any setting of the then-current ▇▇▇▇▇ Benchmark, then (Ax) if a ▇▇▇▇▇ Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(ia) of the definition of “▇▇▇▇▇ Benchmark Replacement” for such ▇▇▇▇▇ Benchmark Replacement Date, such ▇▇▇▇▇ Benchmark Replacement will replace such ▇▇▇▇▇ Benchmark for all purposes hereunder and under any other Loan Document in respect of such ▇▇▇▇▇ Benchmark setting and subsequent ▇▇▇▇▇ Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a ▇▇▇▇▇ Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (cb) of the definition of “▇▇▇▇▇ Benchmark Replacement” for such ▇▇▇▇▇ Benchmark Replacement Date, such ▇▇▇▇▇ Benchmark Replacement will replace such ▇▇▇▇▇ Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City Toronto time) on the fifth (5th) Banking Business Day after the date notice of such ▇▇▇▇▇ Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such ▇▇▇▇▇ Benchmark Replacement from Lenders comprising the Majority Lenders.
(ii) Lenders under the applicable Tranche. If the ▇▇▇▇▇ Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basisthe last day of each Interest Period.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii5.8(c), ) if a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
(ii) Required Lenders of each Class. If the an Unadjusted Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (Kforce Inc)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(ia) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and the definition of “Term SOFR” shall be deemed modified to delete the addition of the Term SOFR for any calculation (Bas applicable) and (y) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (cb) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) . If the Benchmark Replacement is Adjusted based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iiiii) For certainty, no Hedging (ii) No Hedge Agreement shall be deemed to be constitute a “Loan Document” for purposes of this Section 8.43.09.
Appears in 1 contract
Sources: Credit Agreement (Lewhp, LLC)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and, for the avoidance of doubt, any Swap Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii2.23), if If a Benchmark Transition Event or an Early Opt‐in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the thenthen‐currentthen-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) . If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly quarterly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (Blue Bird Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii)herein, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(ia) or (b)(ib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) If Notwithstanding anything to the contrary herein and subject to the proviso below in this clause (ii), solely with respect to Advances denominated in Dollars, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and PMI a Term SOFR or Daily Compounded ▇▇▇▇▇Notice. For the avoidance of doubt, all interest payments on Benchmark Loans which bear interest with reference the Administrative Agent shall not be required to such rate will be payable on deliver a monthly basisTerm SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (Philip Morris International Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Facility Document, but subject to Section 8.4(a)(ii), if ifupon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of a , the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark, then (Ax) if with a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate or in connection with an Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Facility Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Facility Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate or in connection with an Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Facility Document in respect of any Benchmark setting at or after after. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document Facility DocumentAdministrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Majority Required Lenders.
(ii) If the . No replacement of a Benchmark with a Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference pursuant to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.42.18(a) will occur prior to the applicable Benchmark Transition Start Date.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Blackstone Secured Lending Fund)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Other Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be an “Other Document, but subject to ” solely for purposes of this Section 8.4(a)(ii3.8(b)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Other Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Other Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Other Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Other Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (ARKO Corp.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii), if upon the occurrence ofif a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 P.M.and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia) or (b)(ib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date Administrative Agent has posted such proposed amendment to all Lenders and the Borrowerdate notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark amendmentBenchmark Replacement from Lenders comprising the Majority Lenders.
(ii) If Required Lenders of each type. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders of each type have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference pursuant to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.10.6 will occur prior to the applicable Benchmark Transition Start Date..
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Whole Earth Brands, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with a Swap Contract shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii3.02(d)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority LendersRequired Lenders of each Class.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (Paycor Hcm, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Other Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be an “Other Document, but subject to ” solely for purposes of this Section 8.4(a)(ii3.8.2), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Other Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Other Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Other Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Other Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority LendersRequired Lenders [of each Class] .
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (SMTC Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Derivatives Contract shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii5.2(b), ) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to with respect any setting of the then-current BenchmarkBenchmark for any currency, then (Ax) if a Benchmark Replacement for such currency is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for such currency for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement for such currency is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for such currency for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Requisite Lenders.
(ii) If the . No replacement of a Benchmark with a Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference pursuant to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.45.2(b) will occur prior to the applicable Benchmark Transition Start Date.
Appears in 1 contract
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and any documentation related to a Rate Management Transaction shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii4.8(c), ) if a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) . If the an Unadjusted Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iiiB) For certainty, no Hedging Agreement shall be deemed Notwithstanding anything to be a “the contrary herein or in any other Loan Document” , if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Section 8.4Agreement or any other Loan Document; provided that this clause (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Sources: Unsecured Term Loan Agreement (First Industrial Lp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii4.4.4.1), if a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a "Loan Document, but subject to " for purposes of this Section 8.4(a)(iititled “Benchmark Replacement Setting”), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (A1) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(ia)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (B2) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (p.m., New York City time) , on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(iiB) If Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple SOFR Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certaintywithout any amendment to, no Hedging or further action or consent of any other party to, this Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that this clause (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of this Section 8.4doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 1 contract
Sources: Senior Secured Credit Facilities Credit Agreement (Nerdwallet, Inc.)
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii2.07(b), ) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(iiB) If Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple SOFR Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certaintywithout any amendment to, no Hedging or further action or consent of any other party to, this Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that this clause (B) shall not be effective unless the Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of this Section 8.4doubt, the Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Oncor Electric Delivery Co LLC)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document (and any Hedge Agreement shall be deemed not to be a “Transaction Document, but subject to ” for purposes of this Section 8.4(a)(ii1.7(c)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Transaction Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Transaction Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) If . Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document; provided that this clause (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and Borrower a Term SOFR Notice. For the avoidance of doubt, other than as set forth in Section 1.7(b) above, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference not elect to such rate will be payable on a monthly basisdo so in its sole discretion.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit and Security Agreement (Tempur Sealy International, Inc.)
Benchmark Replacement. (i) Notwithstanding Solely with respect to the Tranche A Revolving Facility and the SISO Term Facility, notwithstanding anything to the contrary herein or in any other Loan Document, but subject to if any event described in clause (b)(i) or (b)(ii) of this Section 8.4(a)(ii)2.17 has occurred, or if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred for a currency prior to the Reference Time in respect of any setting of the a then-current BenchmarkBenchmark for such currency under the Tranche A Revolving Facility or the SISO Term Facility, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(3) or (cb) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
Required Lenders of each Tranche. If (i) a Benchmark Replacement Date has occurred for LIBOR with respect to Dollars and the applicable Benchmark Replacement on such Benchmark Replacement Date for LIBOR with respect to Dollars is a Benchmark Replacement other than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) If subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in Dollars and the Borrower requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from the Borrower, the Administrative Agent determines (in its sole discretion) that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may (in its sole discretion) provide the Borrower and Lenders with written notice that from and after a date identified in such notice: (i) a Benchmark Replacement Date shall be deemed to have occurred, the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on such Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance with clause (a)(1) of the definition of “Loan DocumentBenchmark Replacement” under this Section 2.17(a); provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement (for avoidance of doubt, for purposes of this proviso, such Benchmark Replacement Adjustment shall be the Benchmark Replacement Adjustment which was established in accordance with the definition of “Benchmark Replacement Adjustment” on the date determined in accordance with clauses (1) or (2), as applicable, of the definition of “Benchmark Replacement Date” hereunder) and (ii) such forward looking term rate shall be deemed to be the forward looking term rate referenced in the definition of “Term SOFR” for all purposes hereunder or under any Loan Document in respect of any Benchmark setting and any subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this US-DOCS\123668313.8 Agreement or any other Loan Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Section 8.42.17(a) shall apply with respect to such election of the Administrative Agent as completely as if such forward-looking term rate was initially determined in accordance with clause (1) of the definition of “Benchmark Replacement”, including, without limitation, the provisions set forth in clauses (ii) and (vi) of this Section titled “Benchmark Replacement Setting.”
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 5.8(c)) if, but subject to Section 8.4(a)(ii), if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time inwith respect ofto any setting of the then-current Benchmark, then (Ax) if the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) ). Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document DocumentAdministrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Majority Required Lenders.
(ii) If the . No replacement of a Benchmark with a Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference pursuant to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.45.8(c)(i)(A) will occur prior to the applicable Benchmark Transition Start Date.
Appears in 1 contract
Sources: Credit Agreement (SYNAPTICS Inc)
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii3.03(b)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(iiB) If Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple SOFR Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certaintywithout any amendment to, no Hedging or further action or consent of any other party to, this Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that this clause (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of this Section 8.4doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(iititled “Benchmark Replacement Setting”), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (A1x) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(ia)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (B2y) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(iiib) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. p.m., (New York City time,) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the affected Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, ny-2096649 v7 by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) . If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iiiB) For certaintyNotwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, no Hedging if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that this clause (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of this Section 8.4doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Accuray Inc)
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii3.03(b), ) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
(ii) . If the an Unadjusted Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly quarterly basis.
(iiiB) For certainty, no Hedging Agreement shall be deemed Notwithstanding anything to be a “the contrary herein or in any other Loan Document” , if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Section 8.4Agreement or any other Loan Document; provided that this clause (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting ofon March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of the USD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 3-month, 6-month and 12-month USD LIBOR tenor settings. On the earlier of (i) the date that all Available Tenors of the USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate is the USD LIBOR, such suchthe Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of any setting of such Benchmark setting settingon such day and all subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Transaction Document and (By) if a a. If the Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily suchDaily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Receivables Financing Agreement (PACIFIC GAS & ELECTRIC Co)
Benchmark Replacement. (ia) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and Credit Document.
(Bb) if a Notwithstanding anything to the contrary herein or in any other Credit Document, the LC Issuer will have the right to make Benchmark Replacement is determined Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in accordance with clause (a)(ii)any other Credit Document, (b)(ii) or (c) of the definition of “Benchmark Replacement” for any amendments implementing such Benchmark Replacement Date, such Benchmark Replacement Conforming Changes will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Day after the date notice of such Benchmark Replacement is provided to the Lenders become effective without any amendment to, or further action or consent of any other Party to, party to this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority LendersCredit Document.
(iic) If The LC Issuer will promptly notify the Guarantor of (1) any occurrence of a Benchmark Transition Event, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.03.
(d) Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is Adjusted Daily Simple a term rate (including the Term SOFR Rate) and either (a) any tenor for such Benchmark is not displayed on a screen or Daily Compounded other information service that publishes such rate from time to time as selected by the LC Issuer in its reasonable discretion or (b) the regulatory supervisor for the administrator of such ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the LC Issuer may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (a) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (b) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the LC Issuer may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(e) Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.03.
(f) The LC Issuer does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration of, submission of, calculation of or availability of or any other matter related to any interest payments on Benchmark Loans which bear interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference to such rate will be payable on a monthly basissimilar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any interest rate prior to its discontinuance or unavailability.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii)if the USD LIBOR Transition Date has occurred, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkAdjusted Eurocurrency Rate for Dollars, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ib)(1) or (b)(ib)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such the then-current Benchmark with respect to Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (cb)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting |US-DOCS\123898161.25157781893.13|| at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Applicable Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority LendersRequired Lenders of the applicable Class.
(ii) If Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Administrative Agents and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Applicable Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Applicable Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders of the applicable Class. No replacement of a Benchmark with a Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on pursuant to this Section 2.14(c)(iii) will occur prior to the applicable Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basisTransition Start Date.
(ii) (iii) For certaintyNotwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, no Hedging if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark consisting of a Daily Simple RFR (including a Daily Simple RFR implemented as a Benchmark Replacement pursuant to Section 2.14(c)(i) or Section 2.14(c)(ii) for the applicable currency, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the applicable currency setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that this clause (c) shall not be effective unless the Applicable Administrative Agent has delivered to the Lenders and the Borrower a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of this Section 8.4doubt, each Administrative Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Millerknoll, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in connection with a Benchmark Transition Event, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Transaction Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, or in connection with an Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City Chicago time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to all the Lenders Purchasers and the Seller without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Transaction Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders Purchasers comprising the Majority LendersRequired Purchasers.
(ii) If Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple Date have occurred prior to the Reference Time in respect of any setting of 742891150 18589498 the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document; provided that this clause (ii) shall not be effective unless the Agent has delivered to the Seller a Term SOFR or Daily Compounded ▇▇▇▇▇Notice. For the avoidance of doubt, all interest payments on Benchmark Loans which bear interest with reference the Agent shall not be required to such rate will be payable on deliver a monthly basisTerm SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Derivatives Contract shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii4.2(b), ) if a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Requisite Class Lenders.
(ii) . If the an Unadjusted Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (Washington Real Estate Investment Trust)
Benchmark Replacement. (i1) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(iititled “Benchmark Replacement Setting”), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current BenchmarkBenchmark for any Currency, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(i1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (a)(ii2), (b)(ii) 3), or (c4) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.▇▇
(iii2) For certaintyNotwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, no Hedging if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark consisting of a Daily Simple RFR for the applicable Currency, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the applicable Currency setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that this clause (2) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrowers a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of this Section 8.4doubt, the Administrative Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Big Lots Inc)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii3.03(b), ) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Derivatives Contract shall be deemed not to be a “Loan Document” for purposes of this Section 4.2.(b)) if, but subject to Section 8.4(a)(ii), if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time inwith respect ofto any setting of the then-current Benchmark, then (Ax) if ifthe Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after after. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document DocumentAdministrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Majority Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.- 68 - LEGAL02\42427047.v4
Appears in 1 contract
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii), if a Dollar Benchmark Transition Event or a Dollar Early Opt-in Election, as applicable, and its related Dollar Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark for Credit Extensions denominated in Dollars, then with respect to all such Credit Extensions (A1) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(ia)(ii) of the definition of “Benchmark Replacement” for such Dollar Benchmark Replacement Date, such Benchmark 4839-3568-8659 v.44820-4713-6753 v.6 Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Credit Agreement or any other Loan Document and (B2) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(iii) of the definition of “Benchmark Replacement” for such Dollar Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Credit Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(iiB) If Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Dollar Benchmark Replacement is Adjusted Daily Simple SOFR Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for Credit Extensions denominated in Dollars, then with respect to all such Credit Extensions, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certaintywithout any amendment to, no Hedging or further action or consent of any other party to, this Credit Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that this clause (B) shall not be effective unless Administrative Agent has delivered to the Lenders and the Borrowers a Term SOFR Notice. For the avoidance of this Section 8.4doubt, Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 1 contract
Sources: Revolving Credit Agreement (Goldman Sachs Private Middle Market Credit II LLC)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii2.14(c), ) if a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the affected Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) . If the an Unadjusted Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly quarterly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (Shyft Group, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii), 3.03) if a Benchmark Transition Event Event, or an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) . If the an Unadjusted Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iiiii) For certainty, no Hedging Agreement shall be deemed Notwithstanding anything to be a “the contrary herein or in any other Loan Document” , if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Section 8.4Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Secured Hedge Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii2.13(g), ) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(ia)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (Constellium Se)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Credit Document (and, for the avoidance of doubt, any Hedge Agreement shall be deemed not to be a “Credit Document, but subject to Section 8.4(a)(ii” for purposes of this subclause (f) titled “Benchmark Replacement Setting”), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Credit Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Requisite Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Bridge Credit and Guaranty Agreement (Leonardo DRS, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii2.16), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmarkthe Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City CityChicago, Illinois time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(iid) If Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple SOFR Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certaintywithout any amendment to, no Hedging or further action or consent of any other party to, this Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that, this clause (d) shall not be effective unless the Agent has delivered to the Lenders and the Parent Borrower a Term SOFR Notice. For the avoidance of this Section 8.4doubt, the Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Dillard's, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Derivatives Contract shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii5.2(b), ) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to with respect any setting of the then-current BenchmarkBenchmark for any currency, then (Ax) if a Benchmark Replacement for such then-current Benchmark for such currency is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for such currency for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document Document, and (By) if a Benchmark Replacement for such then-current Benchmark for such currency is determined in accordance with clause (a)(ii), (b)(ii) or (c32) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for such currency for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Requisite Lenders.
(ii) If the . No replacement of a Benchmark with a Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference pursuant to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.45.2(b) will occur prior to the applicable Benchmark Transition Start Date.
Appears in 1 contract
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii10.6(b)(i), ) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Initial Revolving Lenders.
(iiB) If Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple SOFR Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certaintywithout any amendment to, no Hedging or further action or consent of any other party to, this Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that this clause (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of this Section 8.4doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii2.12(b)), if a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) . If the an Unadjusted Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly quarterly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (Maxlinear Inc)
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Bank Product Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii2.3(j)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ii)(A) or (b)(ii)(B) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ci)(C) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(iiB) If Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple SOFR Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certaintywithout any amendment to, no Hedging or further action or consent of any other party to, this Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that this clause (B) shall not be effective unless the Agent has delivered to the Lenders and the Borrower Agent a Term SOFR Notice. For the avoidance of this Section 8.4doubt, the Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Team Inc)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.14(c)) if, but subject to Section 8.4(a)(ii), if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of of, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark, then (Ax) if with a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) ). Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document DocumentAdministrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Majority Required Lenders.
(ii) If the . No replacement of a Benchmark with a Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference pursuant to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.42.14(c)(i) will occur prior to the applicable Benchmark Transition Start Date.
Appears in 1 contract
Sources: Fifth Amended and Restated Credit Agreement (Genesis Energy Lp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii2.12(c), ) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) . If the an Unadjusted Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (Fair Isaac Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein in this Agreement or in any other Loan Document (and any Secured Interest Rate Hedge Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii3.03(b)), if a Benchmark Transition Event or an Early Opt-In Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority LendersRequired Lenders of each Class.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(iititled “Benchmark Replacement Setting”), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current BenchmarkBenchmark for any Currency, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(i1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (a)(ii2), (b)(ii3), (4) or (c5) or (6) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
Required Lenders of each Class of objection to (i) with respect to a Benchmark Replacement determined in accordance with clause (2), (3), (4) or (5) of the definition of “Benchmark Replacement”, the related Benchmark Replacement Adjustment and (ii) If the with respect to a Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇determined in accordance with clause (6) of the definition of “Benchmark Replacement”, all interest payments on such Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basisReplacement.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Benchmark Replacement. (iA) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, but subject to Section 8.4(a)(ii), if a Benchmark the USD LIBOR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkAdjusted Eurocurrency Rate for Dollars, then (Ax) if a Benchmark Replacement is determined in accordance with clause 87 150546217_8170136845_8
(a)(iA) [Reserved].
(B) Notwithstanding anything to the contrary herein or (b)(i) in any other Credit Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will Administrative Agent and the Borrowers may amend this Agreement to replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party to, this Agreement or any other Loan Document and (B) if with a Benchmark Replacement is determined in accordance Replacement. Any such amendment with clause (a)(ii), (b)(ii) or (c) of the definition of “respect to a Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to all affected Lenders and the Lenders without any amendment to, or further action or consent of any other Party to, this Agreement or any other Loan Document Borrowers so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Majority Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.10(h)(i)(B) will occur prior to the applicable Benchmark Transition Start Date.
(iiC) If Notwithstanding anything to the contrary herein or in any other Credit Document and subject to the proviso below in this paragraph, if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark consisting of a Daily Simple RFR (including a Daily Simple RFR implemented as a Benchmark Replacement is Adjusted Daily Simple SOFR pursuant to Section 2.10(h)(i)(A) or Daily Compounded ▇▇▇▇▇Section 2.10(h)(i)(B)) for the applicable Currency, then the applicable Benchmark Replacement will replace such Benchmark for all interest payments on purposes hereunder or under any Credit Document in respect of such Benchmark Loans which bear interest for the applicable Currency setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document; provided that this clause (C) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrowers a Term RFR Notice with reference respect to such rate will be payable on a monthly basis.
(iii) the applicable Term RFR Transition Event. For certaintythe avoidance of doubt, no Hedging Agreement the Administrative Agent shall be deemed to be a “Loan Document” for purposes of this Section 8.4.not 88 150546217_8170136845_8
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, but subject to Section 8.4(a)(ii), if ifupon the occurrence of a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of ofthe Administrator and the Seller may amend this Agreement to replace the then-current Benchmark, then (Ax) if with a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Transaction Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of any Benchmark setting at or after after. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders Purchasers without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document Transaction DocumentAdministrator has posted such proposed amendment to all affected Purchasers and the Seller so long as the Agent Administrator has not received, by such time, written notice of objection to such Benchmark Replacementamendment from the Required Purchaser A▇▇▇▇▇.▇▇ replacement of a Benchmark with a Benchmark Replacement from Lenders comprising pursuant to this Section 4.6(a) will occur prior to the Majority Lendersapplicable Benchmark Transition Start Date.
(ii) If Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document; provided that this clause (ii) shall not be effective unless the Administrator has delivered to the Purchasers and the Seller a Term SOFR Notice. For the avoidance of doubt, the Administrator shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference not elect to such rate will be payable on a monthly basisdo so in its sole discretion.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Amerisourcebergen Corp)
Benchmark Replacement. (i1) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with a Swap Contract shall be deemed not to be a “Loan Document, but subject to ” under clause (b) of the definition of “Loan Documents” for purposes of this Section 8.4(a)(iititled “Benchmark Replacement Setting”), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current BenchmarkBenchmark for any Currency, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(i1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (a)(ii2), (b)(ii) 3), or (c4) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority LendersRequired Lenders (in the case of any Benchmark Replace for Dollars) or the Required Revolving Lenders (in the case of any Benchmark Replace for any Alternative Currency), as applicable, of objection to (i) with respect to a Benchmark Replacement determined in accordance with clause (2) or (3) of the definition of “Benchmark Replacement,” the related Benchmark Replacement Adjustment and (ii) with respect to a Benchmark Replacement determined in accordance with clause (4) of the definition of “Benchmark Replacement,” such Benchmark Replacement.
(ii2) If Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term RFR Transition Date has occurred prior to the applicable reference time in respect of any setting of the then-current Benchmark consisting of a Daily Simple RFR for the applicable Currency, then the applicable Benchmark Replacement is Adjusted Daily Simple SOFR will replace such Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Loan Document in respect of such Benchmark for the applicable Currency setting and subsequent Benchmark settings, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certaintywithout any amendment to, no Hedging or further action or consent of any other party to, this Agreement shall be deemed to be a “or any other Loan Document” for purposes ; provided that this clause (2) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of this Section 8.4doubt, the Administrative Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or not elect to do so in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (Ansys Inc)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii5.8(c), ) if a Benchmark Transition Event Event, or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.
(ii) Required Lenders of each Class. If the an Unadjusted Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (Switch, Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Transaction Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders Purchaser Agents without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Transaction Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lendersany Purchaser Agent.
(ii) If Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Purchaser Agents and the Seller a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference not elect to such rate will be payable on a monthly basisdo so in its sole discretion.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Lennox International Inc)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) . If the an Unadjusted Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii)the Other Documents, if the Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have or an Early Opt-in Event has occurred prior with respect to any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(i) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party to, this Agreement LIBOR Quoted Currency or any other Loan Document Optional Currency, as applicable, the Agent and (B) if the Borrowers may amend this Agreement to replace the applicable LIBOR Rate with a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c) of the definition of “Benchmark Replacement” for ; and any such Benchmark Replacement Date, such Benchmark Replacement amendment will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) time on the fifth (5th) Banking Business Day after the date notice of Agent has provided such Benchmark Replacement is provided proposed amendment to the Lenders without any amendment toall Lenders, or further action or consent of any other Party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Majority Required Lenders.
(ii) If . Until the applicable Benchmark Replacement with respect to any LIBOR Quoted Currency or any other Optional Currency, as applicable, is Adjusted Daily Simple SOFR effective, each advance, conversion and renewal of a LIBOR Rate Loan with respect to such LIBOR Quoted Currency or Daily Compounded ▇▇▇▇▇such other Optional Currency, all interest payments on Benchmark Loans which as applicable, will continue to bear interest with reference to such rate will be payable on the applicable LIBOR Rate; provided, however, during a monthly basis.
Benchmark Unavailability Period with respect to any LIBOR Quoted Currency or any other Optional Currency, as applicable, (iiii) For certaintyany pending selection of, no Hedging Agreement conversion to or renewal of a LIBOR Rate Loan with respect to any LIBOR Quoted Currency or any other Optional Currency, as applicable, that has not yet gone into effect shall be deemed to be a “selection of, conversion to or renewal of a Domestic Rate Loan Document” for purposes in the Dollar Equivalent amount of this Section 8.4such Loan, (ii) all outstanding LIBOR Rate Loans with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, shall automatically be converted to Domestic Rate Loans in the Dollar Equivalent amount of such Loan at the expiration of the existing Interest Period (or sooner, if Agent cannot continue to lawfully maintain such affected LIBOR Rate Loan) and, as applicable, (iii) the component of the Alternate Base Rate based upon the LIBOR Rate will not be used in any determination of the Alternate Base Rate.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Ampco Pittsburgh Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii), if ifupon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of of, the Agent and the Borrower may amend this Agreement to replace the then-current Benchmark, then (Ax) if with a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will 62 replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after after. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any anyAgent has posted such proposed amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document all affected Lenders and the Borrower so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Majority Required Lenders.
(ii) If the . No replacement of a Benchmark with a Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference pursuant to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.43.8(i) will occur prior to the applicable Benchmark Transition Start Date.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii4.4(d)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (Aimco OP L.P.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii4.8(c), ) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Credit Agreement (Shake Shack Inc.)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Facility Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ii) or (b)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Facility Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Facility Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ciii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in each instance notwithstanding the requirements of Section 16.01 or anything else contained herein or in any other Facility Document, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Facility Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Facility Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) If ; provided that, at any time the Benchmark Replacement is Adjusted Daily Simple has been determined other than in accordance with clause (i) of the definition of “Benchmark Replacement” due to the unavailability of Term SOFR or Daily Compounded ▇▇▇▇▇and Term SOFR becomes available such that the Benchmark Replacement could be determined in accordance with clause (i) of the definition of “Benchmark Replacement”, all interest payments on the Administrative Agent and the Borrower each agree to cooperate in good faith to enter into amendments to this Agreement and the Facility Documents as applicable to implement such Benchmark Loans which bear interest with reference Replacement pursuant to such rate will be payable on a monthly basisclause (i) of the definition of “Benchmark Replacement”.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document, but subject to ” for purposes of this Section 8.4(a)(ii2.12(b)), if if, upon the occurrence of a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark, then (Ax) if with a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(iia)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) . Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document DocumentAdministrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Majority Required Lenders.
(ii) . If the an UnadjustedNo replacement of a Benchmark with a Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed quarterly basispursuant to be a “Loan Document” for purposes of this Section 8.42.12(c)(i)(A) will occur prior to the applicable Benchmark Transition Start Date.
Appears in 1 contract
Sources: Credit Agreement (Maxlinear, Inc)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Basic Document (and any Hedging Agreement shall be deemed not to be a “Basic Document, but subject to ” for purposes of this Section 8.4(a)(ii), 2.09) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) if a Benchmark Replacement is determined in accordance with clause (a)(ia)(1) or (b)(ia)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Basic Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Basic Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Basic Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Basic Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
(ii) If Notwithstanding anything to the contrary herein or in any other Basic Document, if a Term SOFR Transition Event and its related Benchmark Replacement is Adjusted Daily Simple Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Basic Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Basic Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference not elect to such rate will be payable on a monthly basisdo so in its sole discretion.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.4.
Appears in 1 contract
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, but subject to Section 8.4(a)(ii), if :
(a) [Reserved].
(i) Upon the occurrence of a Benchmark Transition Event and its related in respect of Dollars, the Benchmark Replacement Date have occurred prior to any setting of will replace the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(i) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Dollar Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Dollar Benchmark setting at or after 5:00 p.m. (p.m., New York City time) , on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority LendersRequired Lenders (and any such objection shall be conclusive and binding absent manifest error).
(iic) At any time that the administrator of the then-current Dollar Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrowers’ Agent may revoke any request for a Borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the receipt of notice by Borrowers’ Agent from the Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers’ Agent will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate.
(d) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers’ Agent or the Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to the Borrowers’ Agent) that the Borrowers’ Agent or the Required Lenders (as applicable) have determined that a Benchmark Transition Event has occurred with respect to the applicable Benchmark for any Agreement Currency (other than Dollars), then, reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrowers’ Agent may amend this Agreement solely for the purpose of replacing the Benchmark for such currency in accordance with this Section 5.7 with an alternate benchmark rate giving due consideration to any evolving or then existing convention for similar syndicated credit facilities syndicated in the United States and denominated in the applicable currency for such alternative benchmark and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar syndicated credit facilities syndicated in the United States and denominated in the applicable currency for such Benchmark, each of which adjustments or methods for calculating such adjustments shall be published on one or more information services as selected by the Agent from time to time in its reasonable discretion and may be periodically updated (any such proposed rate, an “Alternative Currency Benchmark Replacement”), and any such amendment shall become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders constituting the Required Lenders have delivered to the Agent written notice that such Required Lenders object to such amendment. Such Alternative Currency Benchmark Replacement for the applicable currency shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Agent, such Alternative Currency Benchmark Replacement shall be applied in a manner as otherwise reasonably determined by the Agent.
(e) If the no Alternative Currency Benchmark Replacement is Adjusted Daily Simple SOFR has been determined for the applicable currency and the circumstances under Section 5.7(d) above exist, the Agent shall promptly so notify the Borrowers’ Agent and each Lender. Thereafter, the obligation of the Lenders to make or Daily Compounded maintain BA EquivalentTerm ▇▇▇▇▇ Loans, EURIBOR Loans or Bank Bill Rate Loans (or ▇▇▇▇▇ Rate Loans, all interest payments on Benchmark Loans which bear interest with reference to if applicable) in such rate will be payable on a monthly basis.
(iii) For certaintycurrency, no Hedging Agreement as applicable, shall be deemed suspended (to be a “Loan Document” for purposes the extent of this Section 8.4.the affected Types of Loans or Interest Periods 128 [[5848018]][[DMS:6312716v7:05/07/2024--04:04 PM]] 4861-2153-1574 v.2
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, but subject to Section 8.4(a)(ii), if ifupon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of of, this Agreement may be amended to replace the then-current Benchmark, then (Ax) if with a Benchmark Replacement is determined in accordance with clause (a)(i1) or (b)(i2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Transaction Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in each instance notwithstanding the requirements of Section 12.1 or anything else contained herein or in any other Transaction Document, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Transaction Document so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Required Lenders.
. by a written document executed by the Borrower, the Required Lenders and the Facility Agent (ii) If with a copy to the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇Calculation Agent), all interest payments on Benchmark Loans which bear interest with reference subject to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes the requirements of this Section 8.42.18. No replacement of the Term SOFR Reference Rate with a Benchmark Replacement pursuant to this Section 2.18 will occur prior to the applicable Benchmark Transition Start Date.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Prospect Capital Corp)
Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Secured Hedge Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.13(g)) if, but subject to Section 8.4(a)(ii), if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of of, Administrative Agent and Borrower may amend this Agreement to replace the then-current Benchmark, then (Ax) if with a Benchmark Replacement is determined in accordance with clause (a)(i) or (b)(ia)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document and (By) if a Benchmark Replacement is determined in accordance with clause (a)(ii), (b)(ii) or (ca)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) ). Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Banking Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other Party party to, this Agreement or any other Loan Document so long as the theAdministrative Agent has posted such proposed amendment to all affected Lenders and Borrower so long as Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Majority Required Lenders.
(ii) If the . No replacement of a Benchmark with a Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference pursuant to such rate will be payable on a monthly basis.
(iii) For certainty, no Hedging Agreement shall be deemed to be a “Loan Document” for purposes of this Section 8.42.13(j)(iii) will occur prior to the applicable Benchmark Transition Start Date.
Appears in 1 contract
Sources: Credit Agreement (Constellium Se)