Common use of Circumstances Affecting Benchmark Availability Clause in Contracts

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, if (A) the Administrative Agent determines that Term SOFR cannot be determined in accordance with the terms of this Agreement or (B) the Required Lenders determine that Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such SOFR Loans and delivers written notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to, or continue any Loan as, a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent (with respect to subclause (B), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) and (y) any outstanding affected SOFR Loans will be deemed to have been converted into Alternate Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04.

Circumstances Affecting Benchmark Availability. Subject If in connection with any request for a SOFR Loan or a conversion to clause (c) belowor continuation thereof, if (A) the Administrative Agent determines that (x) adequate and reasonable means do not exist for determining Adjusted Term SOFR canfor any requested Interest Period with respect to a proposed SOFR Committed Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c)(i) do not be determined apply (in accordance each case with respect to the terms of this Agreement foregoing clause (x) or (B) the Required Lenders determine that Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such SOFR Loans and delivers written notice of such determination to the Administrative Agenty), “Impacted Loans”), the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain SOFR LoansLoans shall be suspended, and any right (y) in the event of a determination described in the preceding sentence with respect to the Adjusted Term SOFR component of the Borrower to convert any Loan toBase Rate, or continue any Loan as, a the utilization of the Adjusted Term SOFR Loan, component in determining the Base Rate shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) suspended, in each case until the Administrative Agent (with respect to subclause (B), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR Committed Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) and (y) any outstanding affected SOFR Loans or, failing that, will be deemed to have been converted such request into Alternate a request for a Committed Borrowing of Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on in the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04specified therein.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or a Conversion to or Continuation thereof or otherwise, if for any reason (Ai) the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining LIBOR for Adjusted Daily Simple SOFR pursuant to the definition thereof or Adjusted Term SOFR cannot be determined in accordance for the applicable Interest Period with respect to a proposed Term SOFR Loan on or prior to the terms first day of this Agreement such Interest Period; or (Bii) the Required Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such SOFR Loans and delivers written Loan during, with respect to Adjusted Term SOFR, such Interest Period and, in the case of clause (ii), the Requisite Lenders have provided notice of such determination to the Administrative Agent, (ii) the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to, or continue any Loan as, a SOFR Loan, reasonably determines (which determination shall be suspended (conclusive absent manifest error) that quotations of interest rates for the relevant deposits referred to in the extent definition of LIBOR are not being provided in the affected SOFR relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans or the affected Interest Periods) until the Administrative Agent (with respect to subclause (B), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) and (y) any outstanding affected SOFR Loans will be deemed to have been converted into Alternate Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04.as provided herein; or

Circumstances Affecting Benchmark Availability. (i) Subject to clause (cb) below, if prior to the commencement of any Interest Period for a SOFR Borrowing: (A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR cannot be determined in accordance with the terms of this Agreement or for such Interest Period; or (B) the Administrative Agent is advised by the Required Lenders determine that Adjusted Term SOFR does for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such SOFR Loans and delivers written notice of Borrowing for such determination to the Administrative Agent, Interest Period; then the Administrative Agent will shall give notice thereof to the Borrowers and the Lenders by telephone or telecopy as promptly so notify as practicable thereafter and, until the Administrative Agent notifies the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders that the circumstances giving rise to make SOFR Loanssuch notice no longer exist, and (i) any right Interest Election Request that requests the conversion of the Borrower to convert any Loan Borrowing to, or continue continuation of any Loan Borrowing as, a SOFR Loan, Borrowing shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent (with respect to subclause (B)ineffective, at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) and (yii) if any outstanding affected Borrowing Request requests a SOFR Loans will Borrowing, such Borrowing shall be deemed made as an ABR Borrowing; provided that, if the circumstances giving rise to have been converted into Alternate Base Rate Loans at such notice affect only one Type of Borrowings, then the end other Type of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower Borrowings shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04be permitted.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, if for any reason Administrative Agent shall determine (Awhich determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Adjusted Daily Simple SOFR with respect to the Benchmark Loan, or (ii) the Administrative Agent determines Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Term SOFR cannot be determined in accordance with the terms of this Agreement or (B) the Required Lenders determine that Term Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders Lender of making or maintaining such SOFR Loans and delivers written the Loan and, in the case of clause (ii), the Requisite Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent will then, in each case, Administrative Agent shall ​ promptly so notify the Borrower and each Lender. Upon give notice thereof by to Borrower. Thereafter, unless Borrower repays in full (or cause to be repaid in full) the Administrative Agent then outstanding principal amount of the Loan, together with accrued interest thereon and the payment of any prepayment premiums, yield maintenance or other payments due in connection therewith pursuant to the Borrower, any obligation terms of the Lenders Loan Agreement, (subject to make SOFR Loans, and any right provisions of the Borrower to convert any Loan to, or continue any Loan as, a SOFR Loan, shall be suspended (Agreement regarding the maximum rate of interest applicable to the extent Loan), on the day immediately following the delivery of the affected SOFR Loans or the affected Interest Periods) such notice and thereafter, until the Administrative Agent (with respect to subclause clause (Bii), at the instruction of the Required Requisite Lenders) revokes notifies Borrower that such notice. Upon receipt of such noticecircumstances no longer exist, (x) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) and (y) any outstanding affected SOFR Loans ▇▇▇▇ will be deemed to have been converted into Alternate Base Rate Loans accrue interest at the end of the applicable Interest PeriodBase Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.043.05 below.

Circumstances Affecting Benchmark Availability. Subject to clause (c) Section 5.06 below, in connection with any request for a SOFR Loan or a conversion to or continuation thereof or otherwise, if for any reason (Ai) the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR cannot be determined in accordance for the applicable Interest Period with respect to a proposed SOFR Loan on or prior to the terms first day of this Agreement such Interest Period or (Bii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such SOFR Loans and delivers written during such Interest Period and, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent will shall promptly so notify give notice thereof to the Borrower and each LenderBorrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to, to or continue any Loan as, as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent (with respect to subclause clause (Bii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) and (y) any outstanding affected SOFR Loans will be deemed to have been converted into Alternate Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04.

Circumstances Affecting Benchmark Availability. Subject to clause (cb) below, in connection with any request for a SOFR Loan, a Conversion to or Continuation thereof, a Bid Rate Quote in respect of a SOFR Margin Loan or otherwise, if for any reason (Ai) the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining LIBOR forAdjusted Daily Simple SOFR pursuant to the definition thereof or Adjusted Term SOFR cannot be determined in accordance with respect to a proposed Term SOFR Loan on or prior to the terms first day of this Agreement or the applicable Interest Period, (Bii) the Required Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such SOFR Loans and delivers written Loan during, with respect to Adjusted Term SOFR, such Interest Period; and, in the case of clause (ii), the Requisite Lenders have provided notice of such determination to the Administrative Agent, Agent or (ii) the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to, or continue any Loan as, a SOFR Loan, reasonably determines (which determination shall be suspended (conclusive) that quotations of interest rates for the relevant deposits referred to in the extent definition of LIBOR are not being provided in the affected SOFR relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans or the affected Interest Periods) until the Administrative Agent (with respect to subclause (B), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) and (y) any outstanding affected SOFR Loans will be deemed to have been converted into Alternate Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04.as provided herein;

Circumstances Affecting Benchmark Availability. Subject to clause (c) belowSection 3.05, in connection with any request for a SOFR Loan or a conversion to or continuation thereof or otherwise, if (A) for any reason the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Term SOFR cannot be determined in accordance for the applicable Interest Period with respect to a proposed SOFR Loan on or prior to the terms of this Agreement or (B) the Required Lenders determine that Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such SOFR Loans and delivers written notice first day of such determination to the Administrative AgentInterest Period, then the Administrative Agent will shall promptly so notify give notice thereof to the Borrower and each LenderRepresentative. Upon notice thereof by the Administrative Agent to the BorrowerBorrower Representative, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower Representative to convert any Revolving Loan to, to or continue any Revolving Loan as, as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent (with respect to subclause (B), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (xA) the Borrower Representative may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or, failing that, the Borrower Representative will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (yB) any outstanding affected SOFR Loans will be deemed to have been converted into Alternate Base Rate Loans at the end of the applicable Interest Period. 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 3.04.