Benchmark Replacement Setting. (i) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent, the Required Lenders and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall become effective on the date that the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall occur prior to the applicable Benchmark Transition Start Date. (ii) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall have the right, in consultation with the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Document, any amendments implementing such Conforming Changes shall become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (iii) The Administrative Agent shall promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Conforming Changes, and (iv) (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (y) 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, 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, shall 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. (iv) 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), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference 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 Administrative Agent in its reasonable discretion (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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. (v) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower shall be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall not be used in any determination of the Base Rate.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Root, Inc.), Term Loan Agreement (Root, Inc.)
Benchmark Replacement Setting. (ia) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent, the Required Lenders Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall will become effective at 5:00 p.m. on the date that fifth (5th) Business Day after the 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 comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendmentLenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall this Section 2.17.2(a) will occur prior to the applicable Benchmark Transition Start Date.
(iib) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall will have the right, in consultation with the Borrower, right to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Document, any amendments implementing such Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(iiic) The Administrative Agent shall will promptly notify the Borrower and the Lenders of (iA) any occurrence of a Benchmark Transition Event, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Conforming ChangesChanges in connection with the use, and administration, adoption or implementation of a Benchmark Replacement, (iv) (xD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ivSection 2.17.2(d) below and (yE) 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 SectionSection 2.17.2, 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, shall 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 SectionSection 2.17.2.
(ivd) 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), (iA) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A1) 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 (in consultation with the Required Lenders and the Borrower) or (B2) the administrator of such Benchmark or 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 not or will not be representativerepresentative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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 unavailable, non-representative, non-compliant or non-representative aligned tenor and (iiB) if a tenor that was removed pursuant to clause (iA) above either (A1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B2) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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.
(ve) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation borrowing of SOFR Loans to be made, converted or continued made during any Benchmark Unavailability Period and, failing that, the Borrower shall be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall not be used in any determination of the Base RatePeriod.
Appears in 2 contracts
Sources: Credit Agreement (Solaris Energy Infrastructure, Inc.), Senior Secured Term Loan Agreement (Solaris Energy Infrastructure, Inc.)
Benchmark Replacement Setting. (ia) Notwithstanding anything to the contrary contained herein or in any other Loan Transaction Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent, the Required Lenders Agent and the Borrower Co-Issuers may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall will become effective at 5:00 p.m. (New York City time) on the date that the Lenders comprising the Required Lenders have delivered to fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Investors and the Co-Issuers so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from the Investor Groups holding more than (i) if no single Investor Group holds more than 50% of the Commitments, 50% of the Commitments or (ii) if a single Investor Group holds more than 50% of the Commitments, two thirds of the Commitments (provided that such Required Lenders accept such amendmentthe Commitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of Commitments has been met). No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall this Section 3.04(a) will occur prior to the applicable Benchmark Transition Start Date.
(iib) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall will have the right, in consultation with the Borrower, right to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Transaction Document, any amendments implementing such Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan Transaction Document.
(iiic) The Administrative Agent shall will promptly notify the Borrower Co-Issuers and the Lenders Investors of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, Replacement and (iiiii) the effectiveness of any Conforming ChangesChanges in connection with the use, and (iv) (x) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Co-Issuers of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (y) the commencement or conclusion of any Benchmark Unavailability PeriodSection 3.04(d). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender Investor (or group of LendersInvestors) pursuant to this SectionSection 3.04, 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, shall 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 Transaction Document, except, in each case, as expressly required pursuant to this SectionSection 3.04.
(ivd) Notwithstanding anything to the contrary herein or in any other Loan Transaction 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 Reference 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 Administrative Agent in its reasonable discretion (in consultation with the Required Lenders and the Borrower) or (B) the administrator of such Benchmark or 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 not or will not be representativerepresentative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) may modify the definition of “SOFR Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable unavailable, non-representative, non-compliant or non-representative aligned 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 not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (in consultation with the Required Lenders and the Borrower) may modify the definition of “SOFR Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(ve) Upon the Borrower’s Co-Issuers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Co-Issuers may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of any SOFR Loans Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower shall Co-Issuers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate LoansAdvances. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall will not be used in any determination of the Base Rate.
(f) In connection with the use, administration of, or conventions associated with, Term SOFR and the Term SOFR Reference Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will reasonably promptly notify the Co-Issuers and the Investors of the effectiveness of any such Conforming Changes.
(g) For purposes of the Series 2024-1 Class A-1 Notes:
Appears in 1 contract
Sources: Note Purchase Agreement (Driven Brands Holdings Inc.)
Benchmark Replacement Setting. (ia) Notwithstanding anything to the contrary contained herein or in any other Loan Transaction Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent, the Required Lenders Agent and the Borrower Co-Issuers may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall will become effective at 5:00 p.m. (New York City time) on the date that fifth (5th) Business Day after the Lenders Administrative Agent has posted such proposed amendment to all affected Investors and the Co-Issuers so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Investors comprising the Required Lenders have delivered to Investor Groups (provided that the Administrative Agent written notice that such Required Lenders accept such amendmentCommitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of Commitments has been met). No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall this Section 3.11(a) will occur prior to the applicable Benchmark Transition Start Date.
(iib) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall will have the right, in consultation with the Borrower, right to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Transaction Document, any amendments implementing such Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan Transaction Document.
(iiic) The Administrative Agent shall will promptly notify the Borrower Co-Issuers and the Lenders Investors of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, Replacement and (iiiii) the effectiveness of any Conforming ChangesChanges in connection with the use, and (iv) (x) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Co-Issuers of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (y) the commencement or conclusion of any Benchmark Unavailability PeriodSection 3.11(d). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender Investor (or group of LendersInvestors) pursuant to this SectionSection 3.11, 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, shall 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 Transaction Document, except, in each case, as expressly required pursuant to this SectionSection 3.11.
(ivd) Notwithstanding anything to the contrary herein or in any other Loan Transaction 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 Reference 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 Administrative Agent in its reasonable discretion (in consultation with the Required Lenders and the Borrower) or (B) the administrator of such Benchmark or 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 not or will not be representative, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable unavailable, non-representative, non-compliant or non-representative aligned 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 not or will not be representative for a Benchmark (including a Benchmark Replacement)representative, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(v) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower shall be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall not be used in any determination of the Base Rate.
Appears in 1 contract
Benchmark Replacement Setting. (i) Notwithstanding anything to the contrary contained herein or in any other Loan Transaction Document, upon the occurrence of if a Benchmark Transition Event, Event and its related Benchmark Replacement Date have occurred prior to the Administrative Agent, the Required Lenders and the Borrower may amend this Agreement to replace Reference Time in respect of any setting of the then-current Benchmark, then the Benchmark with a Replacement will replace such Benchmark Replacement. Any such amendment with for all purposes hereunder and under any Transaction Document in respect to a of any Benchmark Transition Event shall become effective setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date that notice of such Benchmark Replacement is provided to the Lenders Purchasers without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document so long as the Administrator has not received, by such time, written notice of objection to such Benchmark Replacement from Purchasers comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall occur prior to the applicable Benchmark Transition Start DateMajority Purchaser Agents.
(ii) In connection with the use, administration, adoption or implementation and administration of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall Administrator will have the right, in consultation with the Borrower, right to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Transaction Document, any amendments implementing such Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan Transaction Document.
(iii) The Administrative Agent shall Administrator will promptly notify the Borrower Seller and the Lenders Purchaser Agents of (iA) any occurrence of a Benchmark Transition EventEvent and its related Benchmark Replacement Date, (iiB) the implementation of any Benchmark Replacement, (iiiC) the effectiveness of any Conforming Changes, and (iv) (xD) the removal or reinstatement of any tenor of a Benchmark pursuant to clause paragraph (iv) below and (yE) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent Administrator or, if applicable, any Lender Purchaser (or group of LendersPurchasers) pursuant to this SectionSection 1.24, 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, shall 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, Transaction Document except, in each case, as expressly required pursuant to this SectionSection 1.24.
(iv) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (iA) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (AI) 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 Administrator in its reasonable discretion (in consultation with the Required Lenders and the Borrower) or (BII) 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 not or will not be no longer representative, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) Administrator 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 (iiB) if a tenor that was removed pursuant to clause (iA) above either (AI) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (BII) is not, or is no longer, subject to an announcement that it is not or will not no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (in consultation with the Required Lenders and the Borrower) Administrator 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.
(v) Upon the BorrowerSeller’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Seller may revoke any request for a Borrowing ofPurchase, or a conversion to or continuation of Purchases, bearing interest at the SOFR Loans Rate to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower shall Seller will be deemed to have converted any such request into a request for a Borrowing Purchase, or a conversion of or conversion a Purchase, bearing interest at the Base Rate, and, for the avoidance of doubt, all outstanding Purchases bearing interest at the SOFR Rate shall automatically be converted to Purchases bearing interest at the Base Rate LoansRate. During a any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Alternate Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall will not be used in any determination of the Base Alternate Rate.
(vi) As used in this Section 1.24:
Appears in 1 contract
Sources: Receivables Purchase Agreement (Knight-Swift Transportation Holdings Inc.)
Benchmark Replacement Setting. (i) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document:
(i) On March 5, upon 2021 the occurrence of a Benchmark Transition EventFinancial Conduct Authority (“FCA”), the Administrative Agentregulatory supervisor of USD LIBOR’s administrator (“IBA”), announced in a public statement the Required Lenders future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12-month USD LIBOR tenor settings. On the Borrower may amend this Agreement earlier of (i) the date that all Available Tenors of USD LIBOR have either permanently or indefinitely ceased to replace 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 with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall become effective on is USD LIBOR, the date that the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall occur prior to the applicable will replace such Benchmark Transition Start Date.
(ii) In connection with the use, administration, adoption or implementation for all purposes hereunder and under any Loan Document in respect of a any setting of such Benchmark Replacement, the Administrative Agent on such day and the Required Lenders shall have the right, in consultation with the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Document, any amendments implementing such Conforming Changes shall become effective all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.
(ii) Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) 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 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 Required Lenders of each Class. At any time that the administrator of the then-current 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 Borrower 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 Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, 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 the period referenced in the foregoing sentence, the component of ABR based upon the Benchmark will not be used in any determination of ABR.
(iii) In connection with the implementation and administration 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.
(iv) The Administrative Agent shall will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, Replacement and (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, and (iv) (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (y) 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 SectionSection 2.18(b), 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 selectionaction, shall 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 Documenthereto, except, in each case, as expressly required pursuant to this SectionSection 2.18(b).
(ivv) Notwithstanding anything to the contrary herein or in any other Loan Document, at 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 Reference 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 Administrative Agent in its reasonable discretion (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative for a Benchmark (including a Benchmark ReplacementUSD LIBOR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (in consultation with including Benchmark Replacement) settings and (ii) the Required Lenders and the Borrower) Administrative Agent may modify the definition of “Interest Period” (or reinstate any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenortenor for Benchmark (including Benchmark Replacement) settings.
(vvi) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower shall be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall not be As used in any determination of the Base Rate.this Section 2.18(b):
Appears in 1 contract
Benchmark Replacement Setting. (i) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon the occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, the Administrative Agent, the Required Lenders Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall will become effective at 5:00 p.m. (New York City time) on the date that fifth (5th) Business Day after the 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 comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall occur prior to the applicable Benchmark Transition Start DateLenders.
(ii) In connection with the use, administration, adoption administration of Term SOFR or the implementation and administration of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall will have the right, in consultation with the Borrower, right to make Conforming Changes from time to time (with the consent of the Borrower (not to be unreasonably withheld or delayed)) and, notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, any amendments implementing such Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan DocumentAgreement.
(iii) The Administrative Agent shall will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, Replacement and (iiiii) the effectiveness of any Conforming Changes, and (iv) (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (y) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent orin consultation with, if applicableor subject to consent rights of, any Lender (or group of Lenders) pursuant to the Borrower as expressly set forth in this SectionSection 2.10(d), 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, shall 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 Credit Document, except, in each case, as expressly required pursuant to this SectionSection 2.10(d).
(iv) Notwithstanding anything to the contrary herein or in any other Loan Document, at 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 Reference 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 Administrative Agent in its reasonable discretion (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative for a Benchmark (including a Benchmark ReplacementSOFR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (in consultation with including Benchmark Replacement) settings and (ii) the Required Lenders and the Borrower) Administrative Agent may modify the definition of “Interest Period” (or reinstate any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenortenor for Benchmark (including Benchmark Replacement) settings.
(v) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Borrower may revoke any request for a Borrowing of, conversion to or continuation of Term SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower shall will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate LoansABR Loans and (ii) during the continuance of any Benchmark Unavailability Period, any outstanding affected Term SOFR Loans will be deemed to have been converted to ABR Loans at the end of the applicable Interest Period. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall will not be used in any determination of the Base RateABR.
Appears in 1 contract
Benchmark Replacement Setting. (ia) Notwithstanding anything to the contrary contained herein or in any other Loan Related Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent, the Required Lenders Agent and the Borrower Master Issuer may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall will become effective at 5:00 p.m. (New York City time) on the date that fifth (5th) Business Day after the Lenders Administrative Agent has posted such proposed amendment to all affected Investors and the Master Issuer so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Investors comprising the Required Lenders have delivered to Investor Groups (provided that the Administrative Agent written notice that such Required Lenders accept such amendmentCommitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of Commitments has been met). No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall this Section 3.10(a) will occur prior to the applicable Benchmark Transition Start Date.
(iib) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall will have the right, in consultation with the Borrower, right to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Related Document, any amendments implementing such Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan Related Document.
(iiic) The Administrative Agent shall will promptly notify the Borrower Master Issuer and the Lenders Investors of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, Replacement and (iiiii) the effectiveness of any Conforming ChangesChanges in connection with the use, and (iv) (x) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Master Issuer of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (y) the commencement or conclusion of any Benchmark Unavailability PeriodSection 3.10(d). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender Investor (or group of LendersInvestors) pursuant to this SectionSection 3.10, 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, shall 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 Related Document, except, in each case, as expressly required pursuant to this SectionSection 3.10.
(ivd) Notwithstanding anything to the contrary herein or in any other Loan Related 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 Reference 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 Administrative Agent in its reasonable discretion (in consultation with the Required Lenders and the Borrower) or (B) the administrator of such Benchmark or 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 not or will not be representativerepresentative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) may modify the definition of “Eurodollar Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable unavailable, non-representative, non-compliant or non-representative aligned 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 not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (in consultation with the Required Lenders and the Borrower) may modify the definition of “Eurodollar Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(ve) Upon the BorrowerMaster Issuer’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Master Issuer may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of SOFR Loans any Eurodollar Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower shall Master Issuer will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate LoansAdvances. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall will not be used in any determination of the Base Rate.
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Sources: Class a 1 Note Purchase Agreement (Jack in the Box Inc)
Benchmark Replacement Setting. (ia) Notwithstanding anything to the contrary contained herein or in any other Loan Transaction Document, upon the occurrence of if a Benchmark Transition Event, Event and its related Benchmark Replacement Date have occurred prior to the Administrative Agent, reference time (if any) on the Required Lenders and the Borrower may amend this Agreement to replace related Benchmark Determination Date in respect of any setting of the then-current Benchmark, then the Benchmark with a Replacement (to the extent agreed to by the Agent and the Seller) will replace such Benchmark Replacement. Any such amendment with for all purposes hereunder and under any Transaction Document in respect to a of any Benchmark Transition Event shall become setting effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date that notice of such Benchmark Replacement is provided pursuant to clause (c) below (without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document), so long as the Lenders comprising Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall occur prior to the applicable Benchmark Transition Start DatePurchasers.
(iib) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall will have the right, in consultation with the Borrower, right to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Transaction Document, any amendments implementing such Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan Transaction Document.
(iiic) The Administrative Agent shall will promptly notify the Borrower Seller, the Servicer and the Lenders each Company of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, Replacement and (iiiii) the effectiveness of any Conforming ChangesChanges in connection with the use, and (iv) administration, adoption or implementation of a Benchmark Replacement. The Agent will notify the Seller of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ivSection 3.6(d) below and (y) 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 Purchaser (or group of LendersPurchasers) pursuant to this SectionSection 3.6, 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 making any selection, shall 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 Transaction Document, except, in each case, as expressly required pursuant to this SectionSection 3.6.
(ivd) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate or is based on a term rate (including the Term SOFR Reference 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 Administrative Agent in its reasonable discretion (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) may modify the definition of “Interest Accrual 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 the foregoing 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 not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may (in consultation with or at the Required Lenders and request of the BorrowerSeller, shall) may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.. FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
(ve) Upon the BorrowerSeller’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Seller may revoke any request for a Borrowing the purchase of, conversion to or continuation of SOFR Loans a Purchaser Interest for which the Discount Rate would have been calculated by reference to be made, converted or continued the then-current Benchmark during any Benchmark Unavailability Period andfor such Benchmark, and failing thatsuch revocation, the Borrower shall Seller will be deemed to have converted any such request into a request for a Borrowing that the Discount Rate applicable to the purchase of such Purchaser Interest or the conversion of such Purchaser Interest be calculated by reference to the Alternative Base Rate LoansRate. During a any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternative Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall will not be used in any determination of the Alternative Base Rate.
Appears in 1 contract
Benchmark Replacement Setting. (ia) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon the occurrence of a Benchmark Transition EventEvent with respect to any Benchmark, the Administrative Agent, the Required Lenders Agent and the Borrower Company may amend this Agreement to replace the then-current such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall will become effective at 5:00 p.m. (New York City time) on the date that fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Company so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendmentLenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall this Section 2.22(a) will occur prior to the applicable Benchmark Transition Start Date.
(iib) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall will have the right, in consultation with the Borrowerconsent of the Company, to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Document, any amendments implementing such Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(iiic) The Administrative Agent shall will promptly notify the Borrower Company and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, Replacement and (iiiii) the effectiveness of any Conforming ChangesChanges in connection with the use, and (iv) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Company of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ivSection 2.22(d) below and (y) 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 SectionSection 2.22, 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, shall 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 SectionSection 2.22.
(ivd) 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), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate, EURIBOR or CDOR) 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 Administrative Agent in its reasonable discretion (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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.
(ve) Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the applicable Borrower may revoke any pending request for a Term SOFR Borrowing or a Eurocurrency Borrowing of, conversion to or continuation of Term SOFR Loans or Eurocurrency Loans, or a S▇▇▇▇ ▇▇▇▇ Borrowing of, conversion to or continuation of S▇▇▇▇ Rate Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the applicable Borrower shall will be deemed to have converted any such request into a request for a an ABR Borrowing of or conversion to Base ABR Loans in the amount specified therein and (B) in the case of any request for any affected S▇▇▇▇ Rate Borrowing or Eurocurrency Borrowing, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period and (B) any outstanding affected S▇▇▇▇ Rate Loans or Eurocurrency Rate Loans, at the applicable Borrower’s election, shall either (I) be converted into ABR Loans denominated in US Dollars (in an amount equal to the US Dollar Equivalent of such currency) immediately or, in the case of Eurocurrency Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Eurocurrency Loans, at the end of the applicable Interest Period; provided that, with respect to any S▇▇▇▇ Rate Loan, if no election is made by the applicable Borrower by the date that is three Business Days after receipt by the Company of such notice, the applicable Borrower shall be deemed to have elected clause (I) above; provided, further, that, with respect to any Eurocurrency Loan, if no election is made by the applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Loan, the applicable Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, shall will not be used in any determination of the Alternate Base Rate.
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Benchmark Replacement Setting. (i) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, upon the occurrence of a Benchmark Transition EventEvent or an Early Opt-in Election, as applicable, the Administrative Agent, the Required Lenders Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall will become effective at 5:00 p.m. (New York City time) on the date that fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected L▇▇▇▇▇▇ and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall occur prior to the applicable Benchmark Transition Start DateLenders.
(ii) In connection with the use, administration, adoption administration of Term SOFR or the implementation and administration of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall will have the right, in consultation with the Borrower, right to make Conforming Changes from time to time (with the consent of the Borrower (not to be unreasonably withheld or delayed)) and, notwithstanding anything to the contrary contained herein or in any other Loan Credit Document, any amendments implementing such Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan DocumentAgreement.
(iii) The Administrative Agent shall will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, Replacement and (iiiii) the effectiveness of any Conforming Changes, and (iv) (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (y) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent orin consultation with, if applicableor subject to consent rights of, any Lender (or group of Lenders) pursuant to the Borrower as expressly set forth in this SectionSection 2.10(d), 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, shall 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 Credit Document, except, in each case, as expressly required pursuant to this SectionSection 2.10(d).
(iv) Notwithstanding anything to the contrary herein or in any other Loan Document, at 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 Reference 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 Administrative Agent in its reasonable discretion (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative for a Benchmark (including a Benchmark ReplacementSOFR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (in consultation with including Benchmark Replacement) settings and (ii) the Required Lenders and the Borrower) Administrative Agent may modify the definition of “Interest Period” (or reinstate any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenortenor for Benchmark (including Benchmark Replacement) settings.
(v) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Borrower may revoke any request for a Borrowing of, conversion to or continuation of Term SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower shall will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate LoansABR Loans and (ii) during the continuance of any Benchmark Unavailability Period, any outstanding affected Term SOFR Loans will be deemed to have been converted to ABR Loans at the end of the applicable Interest Period. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall will not be used in any determination of the Base RateABR.
Appears in 1 contract
Benchmark Replacement Setting. (i) Notwithstanding anything to the contrary contained herein or in any other Loan Credit Document:
(i) On March 5, upon 2021 the occurrence of a Benchmark Transition EventFinancial Conduct Authority (“FCA”), the Administrative Agentregulatory supervisor of USD LIBOR’s administrator (“IBA”), announced in a public statement the Required Lenders future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12-month USD LIBOR tenor settings. On the Borrower may amend this Agreement earlier of (i) the date that all Available Tenors of USD LIBOR have either permanently or indefinitely ceased to replace 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 with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall become effective on is USD LIBOR, the date that the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall occur prior to the applicable will replace such Benchmark Transition Start Date.
(ii) In connection with the use, administration, adoption or implementation for all purposes hereunder and under any Loan Document in respect of a any setting of such Benchmark Replacement, the Administrative Agent on such day and the Required Lenders shall have the right, in consultation with the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Document, any amendments implementing such Conforming Changes shall become effective all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.
(i) (ii) Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) 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 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 Required Lenders of each Class. At any time that the administrator of the then-current 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 Borrower 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 Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, 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 Base Rate Loans. During the period referenced in the foregoing sentence, the component of ABRthe Base Rate based upon the Benchmark will not be used in any determination of ABRthe Base Rate.
(ii) (iii) In connection with the implementation and administration 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.
(iv) The Administrative Agent shall will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, Replacement and (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes, and (iv) (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (y) 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 SectionSection 2.18(b), 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 selectionaction, shall 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 Documenthereto, except, in each case, as expressly required pursuant to this SectionSection 2.18(b).
(iv) 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), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference 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 Administrative Agent in its reasonable discretion (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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.
(v) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower shall be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall not be used in any determination of the Base Rate.
Appears in 1 contract
Benchmark Replacement Setting. (ia) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon the occurrence of a Benchmark Transition EventEvent with respect to any Benchmark, the Administrative Agent, the Required Lenders Agent and the Borrower may amend this Agreement to replace the then-current such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall will become effective at 5:00 p.m. (London time) on the date that fifth (5th) Business Day after the Administrative 960766985.12 71 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 comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendmentLenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall this Section 3.04(a) will occur prior to the applicable Benchmark Transition Start Date.
(iib) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall will have the right, in consultation with the Borrower, right to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Document, any amendments implementing such Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(iiic) The Administrative Agent shall will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, Replacement and (iiiii) the effectiveness of any Conforming ChangesChanges in connection with the use, and (iv) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ivSection 3.04(d) below and (y) 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 SectionSection 3.04, 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, shall 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 SectionSection 3.04.
(ivd) 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), (i) if the any then-current Benchmark is a term rate (including the Term SOFR Reference RateRate or EURIBOR) 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 Administrative Agent in its reasonable discretion (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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.
(ve) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower may revoke any pending request for a an RFR Borrowing of, conversion to of or continuation of SOFR Loans RFR Loans, or a Eurocurrency Rate Borrowing of or continuation of Eurocurrency Rate Loans, in each case, to be made, converted made or continued during any Benchmark Unavailability Period denominated in the 960766985.12 72 applicable Agreed Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrower shall will be deemed to have converted any such request into a request for a the Borrowing of an ABR Loan or conversion to Base ABR Loans in the amount specified therein, and (B) in the case of any request for any affected RFR Borrowing or Eurocurrency Rate Borrowing, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective provided that if the circumstances giving rise to such notice do not affect the availability of the Central Bank Rate for any Alternative Currency, such request may, at the election of the Borrower, be made for a CBR Loan in the applicable Alternative Currency; and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period and (B) any outstanding affected Eurocurrency Rate Loans and Compounded Rate Loans. During a Benchmark Unavailability , at the Borrower’s election, shall either (I) be converted into CBR Loans at the end of the applicable Interest Period, (II) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (III) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at any time the end of the applicable Interest Period; provided that a tenor for if no election is made by the then-Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Benchmark is not an Available TenorInterest Period, the component of Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Base Rate based upon Borrower shall also pay accrued interest on the then-current Benchmark amount so prepaid or such tenor for such Benchmarkconverted, as applicable, shall not be used in together with any determination of the Base Rateadditional amounts required pursuant to Section 3.06.
Appears in 1 contract
Benchmark Replacement Setting. (i) Notwithstanding anything to the contrary contained herein or in any other Loan Documentdocument related to this Agreement, upon the occurrence of a Benchmark Transition Event, the Administrative Agent, the Required Lenders Purchaser and the Borrower Seller may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall will become effective on upon the date that the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that execution and delivery of such Required Lenders accept such amendmentamendment by ▇▇▇▇▇▇▇▇▇ and Seller. No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall this Section 2(j) will occur prior to the applicable Benchmark Transition Start Date.
(ii) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall Purchaser will have the right, in consultation with the BorrowerSeller, to make Benchmark Replacement Conforming Changes from time to time and, and notwithstanding anything to the contrary contained herein or in any other Loan Documentdocument related to this Agreement, any amendments implementing such Benchmark Replacement Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan DocumentSeller.
(iii) The Administrative Agent shall Purchaser will promptly notify the Borrower and the Lenders Seller of (i) any occurrence of a Benchmark Transition Event, (iiA) the implementation of any Benchmark Replacement, Replacement and (iiiB) the effectiveness of any Benchmark Replacement Conforming Changes, and (iv) (x) . Purchaser will promptly notify Seller of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (y) the commencement or conclusion of any Benchmark Unavailability Periodbelow. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) Purchaser pursuant to this SectionSection 2(j), 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, shall 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 DocumentSeller, except, in each case, as expressly required pursuant to this SectionSection 2(j).
(iv) Notwithstanding anything to the contrary herein or in any other Loan Documentdocument related to this Agreement, at any time (including in connection with the implementation of a Benchmark Replacement), (iA) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (Ax) 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 Purchaser in its reasonable discretion (in consultation with the Required Lenders and the Borrower) or (By) 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 not or will not be no longer representative, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) Purchaser may modify the definition of “Interest Term SOFR 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 (iiB) if a tenor that was removed pursuant to clause (iA) above either (Ax) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (By) is not, or is no longer, subject to an announcement that it is not or will not no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (in consultation with the Required Lenders and the Borrower) Purchaser may modify the definition of “Interest Term SOFR Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(v) Upon the BorrowerSeller’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Seller may revoke any request for a Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower shall be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall not be used in any determination of the Base Ratepending Purchase Request.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Lifetime Brands, Inc)
Benchmark Replacement Setting. (ia) Notwithstanding anything to the contrary contained herein or in any other Loan Transaction Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent, the Required Lenders Agent and the Borrower Co- Issuers may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall will become effective at 5:00 p.m. (New York City time) on the date that the Lenders comprising the Required Lenders have delivered to fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Investors and the Co-Issuers so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from the Investor Groups holding more than (i) if no single Investor Group holds more than 50% of the Commitments, 50% of the Commitments or (ii) if a single Investor Group holds more than 50% of the Commitments, two thirds of the Commitments (provided that such Required Lenders accept such amendmentthe Commitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of Commitments has been met). No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall this Section 3.04(a) will occur prior to the applicable Benchmark Transition Start Date.
(iib) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall will have the right, in consultation with the Borrower, right to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Transaction Document, any amendments implementing such Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan Transaction Document.
(iiic) The Administrative Agent shall will promptly notify the Borrower Co-Issuers and the Lenders Investors of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, Replacement and (iiiii) the effectiveness of any Conforming ChangesChanges in connection with the use, and (iv) (x) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Co-Issuers of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (y) the commencement or conclusion of any Benchmark Unavailability PeriodSection 3.04(d). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender Investor (or group of LendersInvestors) pursuant to this SectionSection 3.04, 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, shall 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 Transaction Document, except, in each case, as expressly required pursuant to this SectionSection 3.04.
(ivd) Notwithstanding anything to the contrary herein or in any other Loan Transaction 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 Reference 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 Administrative Agent in its reasonable discretion (in consultation with the Required Lenders and the Borrower) or (B) the administrator of such Benchmark or 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 not or will not be representative, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) may modify the definition of “SOFR Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable unavailable, non-representative, non-compliant or non-representative aligned 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 not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (in consultation with the Required Lenders and the Borrower) may modify the definition of “SOFR Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(v) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower shall be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall not be used in any determination of the Base Rate.
Appears in 1 contract
Sources: Note Purchase Agreement (Driven Brands Holdings Inc.)
Benchmark Replacement Setting. (ia) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent, the Required Lenders Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall will become effective at 5:00 p.m. (New York City time) on the date that fifth (5th) Business Day after the 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 comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendmentLenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall this Section 1.16(a) will occur prior to the applicable Benchmark Transition Start Date.
(iib) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall will have the right, in consultation with the Borrower, right to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Document, any amendments implementing such Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(iiic) The Administrative Agent shall will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, Replacement and (iiiii) the effectiveness of any Conforming ChangesChanges in connection with the use, and (iv) (x) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (y) the commencement or conclusion of any Benchmark Unavailability PeriodSection 1.16(d). 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 SectionSection 1.16, 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, shall 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 SectionSection 1.16.
(ivd) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark 748271253 Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference 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 Administrative Agent in its reasonable discretion (in consultation with the Required Lenders and the Borrower) or (B) the administrator of such Benchmark or 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 not or will not be representativerepresentative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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 unavailable, non-representative, non-compliant or non-representative aligned 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 not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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.
(ve) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower shall will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall will not be used in any determination of the Base Rate.
(f) In connection with the use, administration of, or conventions associated with, Term SOFR and the Term SOFR Reference Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will reasonably promptly notify the Borrower and the Lenders of the effectiveness of any such Conforming Changes.
(g) Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the continuation of, administration of, submission of, calculation of, or any other matter related to “Adjusted Term SOFR”, “Base Rate”, “SOFR”, “Term SOFR” and the “Term SOFR Reference Rate” any component definition thereof or rates referenced in the definition thereof or any alternative or successor rate thereto, or replacement rate thereof (including, without 748271253 limitation, (i) any then-current Benchmark or any Benchmark Replacement, (ii) any alternative, successor or replacement rate implemented pursuant to Section 1.16, whether upon the occurrence of a Benchmark Transition Event and (iii) the effect, implementation or composition of any Conforming Changes, including without limitation, (A) whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as Base Rate, the existing Benchmark or any subsequent Benchmark Replacement prior to its discontinuance or unavailability (including Adjusted Term SOFR, Term SOFR, the Term SOFR Reference Rate or any other Benchmark), and (B) the impact or effect of such alternative, successor or replacement reference rate or Conforming Changes on any other financial products or agreements in effect or offered by or to any obligor or Lender or any of their respective Affiliates. Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Base Rate or any Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Base Rate or any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to Borrower.
(h) The Borrower and each other Loan Party (including those that that become party hereto after the date hereof), in its respective capacity as a Borrower, debtor, obligor, grantor, pledgor, guarantor, assignor, or other similar capacity in which such party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in or to its properties hereunder or under any other Loan Document, hereby acknowledges and agrees to be bound by the provisions of this Section titled “Benchmark Replacement Setting” (including, without limitation, the implementation from time to time of any Benchmark Replacement and any Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby acknowledges and agrees that in connection with and after giving effect to any Benchmark Cessation Changes: (i) its Obligations shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (ii) its grant of a guarantee, pledge, assignment or any other accommodation, lien or security interests in or to its properties relating to this Agreement or any other Loan Document shall continue, be ratified and be affirmed, and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired and (iii) the Loan Documents and its obligations thereunder (contingent or otherwise) shall continue, be ratified and be affirmed and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired. In addition, each Loan Party hereby fully waives any requirements to notify 748271253 such Loan Party of any Benchmark Cessation Changes (except as expressly provided in this Section titled “Benchmark Replacement Setting”). In furtherance of the foregoing, each Loan Party hereby (i) appoints Borrower (and the Borrower hereby accepts such appointment) as its agent, attorney-in-fact and representative for purposes of the delivery of any and all documents, instruments, agreements and other materials required to be delivered by any such party and for all other administrative purposes incidental to any of the foregoing provisions of this clause (h) and this Section titled “Benchmark Replacement Setting” and (ii) hereby authorizes the Borrower to take such actions, execute, acknowledge, and deliver, or cause to be executed, acknowledged and delivered, such further agreements, documents or instruments that are reasonably necessary or desirable to carry out the intent and purpose of this Section (h) and this Section titled “Benchmark Replacement Setting” on its behalf. From time to time, the Borrower (both in its individual capacity and in its capacity as agent, agent, attorney-in-fact and representative of each other Loan Party pursuant to the immediately preceding sentence) and the Loan Parties shall execute and deliver, or cause to be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request for the purposes implementing or effectuating the provisions of this Section titled “Benchmark Replacement Setting”, or of renewing, continuing, reaffirming or ratifying the rights of the Administrative Agent and the other Lenders with respect to the Obligations or the Collateral.
Appears in 1 contract
Sources: Credit Agreement (StoneX Group Inc.)
Benchmark Replacement Setting. (ia) [Intentionally Omitted].
(b) Notwithstanding anything to the contrary contained 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 2.29), upon the occurrence of if a Benchmark Transition Event, Event and its related Benchmark Replacement Date have occurred prior to the Administrative Agent, the Required Lenders and the Borrower may amend this Agreement to replace Reference Time in respect of any setting of the then-current Benchmark with Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement. Any ” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment with respect to to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Transition Event shall become effective 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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date that 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 Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall occur prior to the applicable Benchmark Transition Start Dateeach Class.
(iic) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall will have the right, in consultation with the Borrower, right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(iiid) The Administrative Agent shall will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, and (iv) (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (ivSection 2.29(d) below and (yv) 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 SectionSection 2.29, 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, shall 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 SectionSection 2.29.
(ive) 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), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference 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 Administrative Agent in its reasonable discretion (in consultation with the Required Lenders and the Borrower) 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 not or will not be no longer representative, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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 not or will not no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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.
(vf) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of SOFR Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower shall will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate ABR Loans. During a any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall will not be used in any determination of the Base RateABR.
Appears in 1 contract
Sources: Term Loan Credit and Guaranty Agreement (United Airlines, Inc.)
Benchmark Replacement Setting. (i) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent, the Required Lenders Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall will become effective at 5:00 p.m. on the date that fifth Business Day after the 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 comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendmentLenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall this Section 3.03(b)(i) will occur prior to the applicable Benchmark Transition Start Date.
(ii) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall will have the rightright to make Conforming Changes, in consultation with the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Document, any amendments implementing such Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(iii) The Administrative Agent shall will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (iiA) the implementation of any Benchmark Replacement, Replacement and (iiiB) the effectiveness of any Conforming ChangesChanges in connection with the use, and (iv) (x) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (y) 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, 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, shall 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.
(iv) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark ReplacementSection 3.03(b), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference 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 Administrative Agent in its reasonable discretion (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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 not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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.
(v) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower shall be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall not be used in any determination of the Base Rate.
Appears in 1 contract
Sources: Five Year Credit Agreement (Principal Financial Group Inc)
Benchmark Replacement Setting. (ia) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent, the Required Lenders Lender and the Borrower Borrowers may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall become effective on the date that the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall this Section 2.17(a) will occur prior to the applicable Benchmark Transition Start Date.
(iib) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall Lender will have the right, in consultation with the Borrower, right to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Document, any amendments implementing such Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(iiic) The Administrative Agent shall Lender will promptly notify the Borrower and the Lenders Borrowers of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, Replacement and (iiiii) the effectiveness of any Conforming ChangesChanges in connection with the use, and (iv) (x) administration, adoption or implementation of a Benchmark Replacement. ▇▇▇▇▇▇ will promptly notify the Borrowers of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (y) the commencement or conclusion of any Benchmark Unavailability PeriodSection 2.17(d). 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 SectionSection 2.17, 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, shall 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 SectionSection 2.17.
(ivd) 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), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference 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 Administrative Agent Lender in its reasonable discretion (in consultation with the Required Lenders and the Borrower) or (B) the administrator of such Benchmark or 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 not or will not be representativerepresentative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) Lender 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 unavailable, non-representative, non-compliant or non-representative aligned 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 not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (in consultation with the Required Lenders and the Borrower) Lender 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.
(ve) Upon the Borrower’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Borrowers may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower shall Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, shall will not be used in any determination of the Base Rate.
Appears in 1 contract
Sources: Credit Agreement (Alico, Inc.)
Benchmark Replacement Setting. (ia) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon the occurrence of a Benchmark Transition EventEvent with respect to a Benchmark, the Administrative Agent, the Required Lenders Agent and the Borrower Borrowers may amend this Agreement to replace the then-current such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event shall will become effective (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement”, without any further action or consent of any other party to this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement”, at 5:00 p.m. (New York City time) on the date that fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrowers so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendmentLenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to these provisions shall this Section 2.22(a) will occur prior to the applicable Benchmark Transition Start Date.
(iib) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent and the Required Lenders shall will have the right, in consultation with the Borrower, right to make Conforming Changes from time to time and, notwithstanding anything to the contrary contained herein or in any other Loan Document, any amendments implementing such Conforming Changes shall will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(iiic) The Administrative Agent shall will promptly notify the Borrower Borrowers and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, Replacement and (iiiii) the effectiveness of any Conforming ChangesChanges in connection with the use, and (iv) (x) administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrowers of the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (y) the commencement or conclusion of any Benchmark Unavailability PeriodSection 2.22(d). 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 SectionSection 2.22, 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, shall 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 SectionSection 2.22.
(ivd) 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), ) (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate or the Eurocurrency 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 Administrative Agent in its reasonable discretion (in consultation with the Required Lenders and the Borrower) or (B) the administrator of such Benchmark or 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 not or will not be representativerepresentative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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 unavailable, non-representative, non-compliant or non-representative aligned 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 not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (in consultation with the Required Lenders and the Borrower) 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.
(ve) Upon the Borrower’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued in such Benchmark during any Benchmark Unavailability Period and, failing that, the Borrower shall Borrowers will be deemed to have (x) converted any such request for Borrowings denominated in Dollars into a request for a Borrowing of or conversion to Base Rate LoansLoans and (y) converted any such request for a Borrowings denominated in any other Agreed Currency into a request for a Borrowing of or conversion to Base Rate Loans denominated in Dollars (in an amount equal to the Equivalent Amount in Dollars of such other Agreed Currency) and (ii) (A) any outstanding affected SOFR Loans denominated in Dollars will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period therefor and (B) any outstanding affected Eurocurrency Loans and any SON▇▇ ▇▇ans, at the Borrowers’ election, shall either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Equivalent Amount in Dollars of such other Agreed Currency) at the end of the applicable Interest Period therefor with respect to Eurocurrency Loans and immediately with respect to SON▇▇ ▇▇ans or (2) be prepaid in full at the end of the applicable Interest Period therefor with respect to Eurocurrency Loans and immediately with respect to SON▇▇ ▇▇ans; provided that if no election is made under this clause (B) by the Borrowers (i) in respect of SON▇▇ ▇▇rrowings, by the date that is three Business Days after receipt by a Borrower of such notice and (ii) in respect of Eurocurrency Borrowings, by the earlier of (x) the date that is three Business Days after receipt by a Borrower of such notice or (y) the last day of the current Interest Period, the Borrowers shall be deemed to have elected clause (1) above. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark Term SOFR or such tenor for such Benchmarkof Term SOFR, as applicable, shall will not be used in any determination of the Base Rate.
(f) In connection with the use, administration of, or conventions associated with, Term SOFR or SON▇▇, ▇he Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will reasonably promptly notify the Borrowers and the Lenders of the effectiveness of any such Conforming Changes.
Appears in 1 contract
Sources: Credit Agreement (WestRock Co)