Common use of Circumstances Affecting Benchmark Availability Clause in Contracts

Circumstances Affecting Benchmark Availability. If in connection with any request for a SOFR Loan or a conversion to or continuation thereof, the Administrative Agent determines that (x) adequate and reasonable means do not exist for determining Adjusted Term SOFR for 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 apply (in each case with respect to the foregoing clause (x) or (y), “Impacted Loans”), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain SOFR Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Adjusted Term SOFR component of the Base Rate, the utilization of the Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of SOFR Committed Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

Circumstances Affecting Benchmark Availability. If Subject to clause (c) below, in connection with any request for a SOFR Loan or a conversion Conversion to or continuation thereofContinuation thereof or otherwise, if for any reason (i) the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) that (x) reasonable and adequate and reasonable means do not exist for determining the ascertaining LIBOR for Adjusted Daily Simple SOFR pursuant to the definition thereof or Adjusted Term SOFR for any requested the applicable Interest Period with respect to a proposed Term SOFR Committed Loan on or in connection with an existing prior to the first day of such Interest Period; or proposed Base Rate Loan and (yii) the circumstances described in Section 3.03(c)(iRequisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) do that Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, does not apply (in each case adequately and fairly reflect the cost to such Lenders of making or maintaining any such Loan during, with respect to Adjusted Term SOFR, such Interest Period and, in the foregoing case of clause (x) or (y), “Impacted Loans”ii), the Requisite Lenders have provided notice of such determination to the Administrative Agent will promptly so notify the Borrower and each Lender. ThereafterAgent, (xii) the obligation of the Lenders to make or maintain SOFR Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Adjusted Term SOFR component of the Base Rate, the utilization of the Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent revokes such notice. Upon receipt reasonably determines (which determination shall be conclusive absent manifest error) that quotations of such notice, interest rates for the Borrower may revoke any pending request for a Borrowing of, conversion relevant deposits referred to or continuation of SOFR Committed Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein; or

Circumstances Affecting Benchmark Availability. If Subject to clause (b) 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 a conversion to or continuation thereofotherwise, if for any reason (i) the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) that (x) reasonable and adequate and reasonable means do not exist for determining ascertaining LIBOR forAdjusted Daily Simple SOFR pursuant to the definition thereof or Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Committed Loan on or in connection with an existing or proposed Base Rate Loan and prior to the first day of the applicable Interest Period, (yii) the circumstances described in Section 3.03(c)(iRequisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) do that Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, does not apply (in each case adequately and fairly reflect the cost to such Lenders of making or maintaining any such Loan during, with respect to Adjusted Term SOFR, such Interest Period; and, in the foregoing case of clause (x) or (y), “Impacted Loans”ii), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation Requisite Lenders have provided notice of the Lenders such determination to make or maintain SOFR Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Adjusted Term SOFR component of the Base Rate, the utilization of the Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent revokes such notice. Upon receipt or (ii) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of such notice, interest rates for the Borrower may revoke any pending request for a Borrowing of, conversion relevant deposits referred to or continuation of SOFR Committed Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein;

Circumstances Affecting Benchmark Availability. If Subject to clause (c) below, in connection with any request for a Term SOFR Loan or Daily SOFR Loan or a conversion to or continuation thereof, or a SOFR Margin Loan, or otherwise, if for any reason (i) the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) that (x) reasonable and adequate and reasonable means do not exist for determining ascertaining Adjusted Term SOFR for any requested the applicable Interest Period with respect to a proposed Term SOFR Loan or Daily SOFR Loan, or SOFR for the applicable Interest Period with respect to a proposed SOFR Committed Loan Margin Loan, on or in connection with an existing or proposed Base Rate Loan and prior to the first day of such Interest Period, (yii) the circumstances described in Section 3.03(c)(iRequisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) do that Adjusted Term SOFR does not apply adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period or (in each case iii) any Lender that has outstanding a Bid Rate Quote with respect to a SOFR Margin Loan reasonably determines (which determination shall be conclusive) that SOFR will not adequately and fairly reflect the foregoing clause (x) cost to such Lender of making or (y)maintaining such SOFR Margin Loan, “Impacted Loans”)then, in each case, the Administrative Agent will shall promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain SOFR Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect give notice thereof to the Adjusted Term SOFR component of the Base Rate, the utilization of the Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until Company. Upon notice thereof by the Administrative Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of SOFR Committed Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.the

Circumstances Affecting Benchmark Availability. If Subject to Section 5.06 below, in connection with any request for a SOFR Loan or a conversion to or continuation thereofthereof or otherwise, if for any reason (i) the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) that (x) reasonable and adequate and reasonable means do not exist for determining ascertaining Adjusted Term SOFR for any requested the applicable Interest Period with respect to a proposed SOFR Committed Loan on or in connection with an existing prior to the first day of such Interest Period or proposed Base Rate Loan and (yii) the circumstances described 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 Loans during such Interest Period and, in Section 3.03(c)(i) do not apply the case of clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case with respect to the foregoing clause (x) or (y), “Impacted Loans”)case, the Administrative Agent will shall promptly so notify give notice thereof to the Borrower and each LenderBorrower. ThereafterUpon notice thereof by the Administrative Agent to the Borrower, (x) the any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to or maintain continue any Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans shall be suspended, and (yor the affected Interest Periods) in the event of a determination described in the preceding sentence with respect to the Adjusted Term SOFR component of the Base Rate, the utilization of the Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of SOFR Committed Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.