Common use of Circumstances Affecting Benchmark Availability Clause in Contracts

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or otherwise, if for any reason (i) the Lender shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Daily Simple SOFR pursuant to the definition thereof or (ii) the Lender shall determine (which determination shall be conclusive and binding absent manifest error) that Daily Simple SOFR does not adequately and fairly reflect the cost to the Lender of making or maintaining such SOFR Loans, then, in each case, the Lender shall promptly give notice thereof to the City. Upon notice thereof by the Lender to the City, any obligation of the Lender to make SOFR Loans shall be suspended (to the extent of the affected SOFR Loans) until the Lender revokes such notice. Upon receipt of such notice, (A) the City may revoke any pending request for a borrowing of SOFR Loans (to the extent of the affected SOFR Loans) or, failing that, the City will be deemed to have converted any such request into a request for a borrowing to Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans immediately. Interest on any such Base Rate Loans shall be payable on the same basis and in the same manner as SOFR Loans. Upon any such conversion, the City shall also pay accrued interest on the amount so converted.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or otherwise, if for any reason (i) the Lender Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Adjusted Daily Simple SOFR pursuant with respect to the definition thereof Benchmark Loan, or (ii) the Lender Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to the such Lender of making or maintaining the Loan and, in the case of clause (ii), the Requisite Lenders have provided notice of such SOFR Loans, determination to Administrative Agent then, in each case, the Lender Administrative Agent shall ​ promptly give notice thereof to Borrower. Thereafter, unless Borrower repays in full (or cause to be repaid in full) the City. Upon notice thereof by then outstanding principal amount of the Lender 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 City, any obligation terms of the Lender Loan Agreement, (subject to make SOFR Loans shall be suspended (any provisions of the Loan Agreement regarding the maximum rate of interest applicable to the extent Loan), on the day immediately following the delivery of such notice and thereafter, until Administrative Agent (with respect to clause (ii), at the instruction of the affected SOFR LoansRequisite Lenders) until notifies Borrower that such circumstances no longer exist, ▇▇▇▇ will accrue interest at the Lender revokes such notice. Upon receipt of such notice, (A) the City may revoke any pending request for a borrowing of SOFR Loans (to the extent of the affected SOFR Loans) or, failing that, the City will be deemed to have converted any such request into a request for a borrowing to Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans immediately. Interest on any such Base Rate Loans shall be payable on the same basis and in the same manner as SOFR LoansRate. Upon any such prepayment or conversion, the City Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05 below.

Circumstances Affecting Benchmark Availability. 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 Lender Administrative Agent 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 for the applicable Interest Period with respect to a proposed Term SOFR Loan or Daily Simple SOFR pursuant Loan, or SOFR for the applicable Interest Period with respect to a proposed SOFR Margin Loan, on or prior to the definition thereof or first day of such Interest Period, (ii) the Lender Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Daily Simple Adjusted Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period or (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 cost to such Lender of making or maintaining such SOFR LoansMargin Loan, then, in each case, the Lender Administrative Agent shall promptly give notice thereof to the CityCompany. Upon notice thereof by the Lender Administrative Agent to the City, any obligation of the Lender to make SOFR Loans shall be suspended (to the extent of the affected SOFR Loans) until the Lender revokes such notice. Upon receipt of such notice, (A) the City may revoke any pending request for a borrowing of SOFR Loans (to the extent of the affected SOFR Loans) or, failing that, the City will be deemed to have converted any such request into a request for a borrowing to Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans immediately. Interest on any such Base Rate Loans shall be payable on the same basis and in the same manner as SOFR Loans. Upon any such conversion, the City shall also pay accrued interest on the amount so converted.the