Benchmark Transition Event Sample Clauses
A Benchmark Transition Event clause defines the circumstances under which a financial contract's reference rate, such as LIBOR, is replaced with an alternative benchmark. This clause typically outlines specific triggers, such as the discontinuation or unavailability of the original benchmark, and details the process for selecting and implementing a new rate, including any necessary adjustments to maintain economic equivalence. Its core function is to ensure contractual continuity and reduce uncertainty or disputes if the referenced benchmark becomes unusable, thereby protecting both parties from disruptions caused by market changes.
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Benchmark Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided by the Administrative Agent 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.
Benchmark Transition Event. Following 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 on such date as may be determined by the Bank, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document or further action or consent of the Borrower.
Benchmark Transition Event. With respect to the then-current Benchmark, the occurrence of one or more of the following events with respect to such Benchmark:
Benchmark Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Agent and the 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 will become effective at or after 5:00 p.m. (New York City time) on the fifth Business Day after the Agent has posted such proposed amendment to all Lenders and the Borrowers without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders.
Benchmark Transition Event. (a) The Benchmark Agent shall provide written notice to the Issuer, the Advancing Agent, the Trustee, the Note Administrator, the Collateral Manager, the Calculation Agent (if different from the Note Administrator), the Servicer and the Special Servicer promptly after the Benchmark Agent has determined that a Benchmark Transition Event has occurred. After the occurrence of a Benchmark Transition Event and the related Benchmark Replacement Date with respect to the then-current Benchmark, such Benchmark shall be replaced with the applicable Benchmark Replacement as determined by the Benchmark Agent. The Benchmark Agent shall provide written notice of such determination of the Benchmark Replacement to the Issuer, the Co-Issuer, the Trustee, the Advancing Agent, the Note Administrator (who shall post such notice to the Note Administrator’s Website), the Calculation Agent (if different from the Note Administrator), the Servicer, the Special Servicer and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Website) in advance of such Benchmark Replacement Date. Notwithstanding the occurrence of a Benchmark Transition Event, amounts payable on the Notes shall be determined with respect to the then-current Benchmark until the occurrence of the related Benchmark Replacement Date.
(b) [Reserved]
(c) In connection with the occurrence of any Benchmark Transition Event and its related Benchmark Replacement Date, the Benchmark Agent shall direct the parties hereto to enter into a supplemental indenture in accordance with Section 8.1(b)(iv) to make any Benchmark Replacement Conforming Changes, if any, as the Benchmark Agent determines may be necessary or desirable to administer, implement or adopt the applicable Benchmark or the Benchmark Replacement and the related Benchmark Replacement Adjustment. In connection with each Benchmark Transition Event and its related Benchmark Replacement Date, the Benchmark Agent shall propose to the Issuer, the Advancing Agent, the Trustee, the Note Administrator, the Servicer, the Special Servicer and the Calculation Agent (if different from the Note Administrator), the Benchmark Replacement Conforming Changes, if any, to be made in such supplemental indenture to administer, implement or adopt the applicable Benchmark or the Benchmark Replacement and Benchmark Replacement Adjustment in accordance with Section 8.1(a)(v). Any failure to supplement this Indenture pursuant to Section 8.1(a)(iv) and/or (v) on or p...
Benchmark Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the Benchmark for all purposes hereunder and under any Loan Document in respect of the Benchmark setting at or after 5:00 p.m. (Puerto Rico time) on the fifth (5th) Business Day after the date notice of the Benchmark Replacement is provided to the Borrower and the Lenders by the Agent without any amendment to, or further action or consent of the Borrower or any other party to, this Agreement or any other Loan Document.
Benchmark Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative 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 will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected ▇▇▇▇▇▇▇ 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.
Benchmark Transition Event. Each party hereto acknowledges and confirms that:
A. a “Benchmark Transition Event” (as defined in the Credit Agreement) has occurred in respect of the LIBO Rate (as defined in the Credit Agreement);
B. the amendments contemplated herein as set forth in Exhibit A shall be deemed as “Benchmark Replacement Conforming Changes” (as defined in the Credit Agreement);
C. this Agreement is a “Benchmark Replacement Amendment” (as defined in the Credit Agreement) for the purposes of Section 2.26 of the Credit Agreement and satisfies all notice from, and all actions required to be taken by, the Agent in connection with an occurrence of a Benchmark Transition Event (as defined in the Credit Agreement) and the implementation of such Benchmark Replacement Conforming Changes pursuant to Section 2.26(c) of the Credit Agreement; and
D. by executing this Agreement, each Lender party to this Agreement, hereby confirms and agrees (and does not object, under Section 2.26(a) of the Credit Agreement or otherwise) to such “Benchmark Replacement Amendment” contemplated herein.
Benchmark Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 3.03(b)), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then 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 Business Day after the date notice of such Benchmark Replacement is provided by the Administrative Agent 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.
Benchmark Transition Event. The occurrence of one or more of the following events with respect to the then-current Benchmark: (1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); (2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or (3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) or a Relevant Governmental Body announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative. A Benchmark Transition Event will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). Benchmark Unavailability Period. The period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement h...