Common use of Circumstances Affecting SOFR Availability Clause in Contracts

Circumstances Affecting SOFR Availability. Subject to clause (b) below, in connection with any request for a SOFR Loan, a Conversion to or Continuation thereof, a Bid Rate Quote with respect of a SOFR Margin Loan or otherwise, if for any reason (i) reasonable and adequate means do not exist for the ascertaining Adjusted Daily Simple SOFR pursuant to the definition thereof with respect to a proposed Daily Simple SOFR Loan or Adjusted Term SOFR for such Interest Period with respect to a proposed Term SOFR Loan or (ii) the Requisite Lenders shall determine that Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, does not 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, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make SOFR Loans (or SOFR Margin Loans in respect of an outstanding Bid Rate Quote) and the 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 revokes any such notice. Upon receipt of such notice, the Borrower may revoke any pending request for the borrowing of, Conversion to or Continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such SOFR Loan together with accrued interest thereon (subject to Section 3.7)) (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, on the last day of the then current Interest Period applicable to such Term SOFR Loan; or (B) Convert the then outstanding principal amount of each such SOFR Loan to a Base Rate Loan (with Base Rate determined other than by reference to Adjusted Term SOFR) (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, as of the last day of such Interest Period.

Circumstances Affecting SOFR Availability. Subject to clause (bc) below, in connection with any request for a SOFR Loan, Loan or a Conversion Base Rate Loan as to which the interest rate is determined with reference to the Term SOFR or a conversion to or Continuation continuation thereof, a Bid Rate Quote with respect of a SOFR Margin Loan or otherwise, if for any reason (ia) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that, prior to the commencement of any Interest Period for a SOFR Loan, reasonable and adequate means do not exist for ascertaining the ascertaining Adjusted Daily Simple SOFR pursuant to the definition thereof with respect to a proposed Daily Simple SOFR Loan or Adjusted Term SOFR or the Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (b) the Administrative Agent is advised by the Required Lenders that, prior to the commencement of any Interest Period with respect to for a proposed SOFR Loan, the Adjusted Term SOFR Loan or (ii) the Requisite Lenders shall determine that Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Loan during, with respect to Adjusted Term SOFR, Loans during such Interest Period, ; then the Administrative Agent shall promptly give notice thereof to the Borrower. ThereafterBorrower and the Lenders by telephone or fax as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such circumstances notice no longer exist, exist with respect to the obligation of the Lenders to make SOFR Loans relevant Benchmark and (or SOFR Margin Loans in respect of an outstanding Bid Rate Quotey) and the right of the Borrower to Convert delivers a new Notice of Conversion/Continuation in accordance with the terms of Section 4.2 or a new Notice of Borrowing in accordance with the terms of Section 2.3, any Notice of Conversion/Continuation that requests the conversion of any Loan to to, or Continue continuation of any Loan as as, a SOFR Loan and any Notice of Borrowing that requests a SOFR Loan shall instead be suspended (deemed to be a Notice of Conversion/Continuation or a Notice of Borrowing, as applicable, for a Base Rate Loan. Furthermore, if any SOFR Loan is outstanding on the extent date of the affected SOFR Loans or the affected Interest Periods) until Borrower’s receipt of notice from the Administrative Agent revokes any such notice. Upon receipt of such notice, the Borrower may revoke any pending request for the borrowing of, Conversion referred to or Continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such SOFR Loan together with accrued interest thereon (subject to this Section 3.7)) (I4.8(a) with respect to any Daily Simple the Adjusted Term SOFR Loansapplicable to such SOFR Loan, immediately then until (I) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (II) the Borrower delivers a new Notice of Conversion/Continuation in accordance with respect to the terms of Section 4.2 or a new Notice of Borrowing in accordance with the terms of Section 2.3, any Term SOFR Loans, Loan shall on the last day of the then current Interest Period applicable to such Term SOFR Loan; Loan (or (B) Convert the then outstanding principal amount of each next succeeding Business Day if such SOFR Loan to day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan (with Base Rate determined other than by reference to Adjusted Term SOFR) (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, as of the last day of on such Interest Periodday.

Circumstances Affecting SOFR Availability. Subject to clause (bc) below, in connection with any request for a SOFR Loan, Loan or a Conversion to or Continuation thereof, a Bid Rate Quote with respect of a SOFR Margin Loan continuation thereof or otherwise, if for any reason the Administrative Agent shall determine (iwhich determination shall be conclusive and binding absent manifest error) reasonable and adequate means do that “Term SOFR” cannot exist for the ascertaining Adjusted Daily Simple SOFR be determined pursuant to the definition thereof with respect on or prior to a proposed Daily Simple SOFR Loan or Adjusted Term SOFR for such Interest Period with respect to a proposed Term SOFR Loan or (ii) the Requisite Lenders shall determine that Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders first day of making or maintaining any such Loan during, with respect to Adjusted Term SOFR, such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until Upon notice thereof by the Administrative Agent notifies to the Borrower that such circumstances no longer existBorrower, the (i) any obligation of the Lenders to make SOFR Loans (or SOFR Margin Loans in respect of an outstanding Bid Rate Quote) Loans, and the any right of the Borrower to Convert convert any Loan to or Continue continue any Loan as a SOFR Loan Loan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent revokes any such notice and (ii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for the a borrowing of, Conversion to or Continuation continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or, failing that, the Borrower 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 (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans immediately or at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such SOFR Loan together with accrued interest thereon (subject also pay any additional amounts required pursuant to Section 3.72.16(e) and/or Section 9.2(b)) (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, on the last day of the then current Interest Period applicable to such Term SOFR Loan; or (B) Convert the then outstanding principal amount of each such SOFR Loan to a Base Rate Loan (with Base Rate determined other than by reference to Adjusted Term SOFR) (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, as of the last day of such Interest Period.

Circumstances Affecting SOFR Availability. Subject to clause (b) belowSection 2.28, in connection with any request for a SOFR Loan, Loan or a Conversion to or Continuation thereof, a Bid Rate Quote with respect of a SOFR Margin Loan continuation thereof or otherwise, if for any reason the Administrative Agent shall determine (iwhich determination shall be conclusive and binding absent manifest error) reasonable and adequate means do that (x) if Daily Compounded SOFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, "Daily Compounded SOFR" cannot exist for the ascertaining Adjusted Daily Simple SOFR be determined pursuant to the definition thereof or (y) if Term SOFR is utilized in any calculations hereunder or under any other Loan Document with respect to a proposed Daily Simple SOFR Loan any Obligations, interest, fees, commissions or Adjusted Term SOFR for such Interest Period with respect to a proposed Term SOFR Loan or (ii) the Requisite Lenders shall determine that Adjusted Daily Simple SOFR or Adjusted other amounts, "Term SOFR, as applicable, does " cannot adequately and fairly reflect be determined pursuant to the cost definition thereof on or prior to such Lenders the first day of making or maintaining any such Loan during, with respect to Adjusted Term SOFR, such Interest Period, then the Administrative Agent shall promptly give notice thereof to the BorrowerBorrowers. Thereafter, until Upon notice thereof by the Administrative Agent notifies to the Borrower that such circumstances no longer existBorrowers, the any obligation of the Lenders to make SOFR Loans (or SOFR Margin Loans in respect of an outstanding Bid Rate Quote) Loans, and the any right of the Borrower Borrowers to Convert convert any Loan to or Continue continue any Loan as a SOFR Loan Loan, shall be suspended (to the extent of the affected SOFR Loans or or, on and after the Term SOFR Transition Date, the affected Interest Periods) until the Administrative Agent revokes any such notice. Upon receipt of such notice, (A) the Borrower Borrowers may revoke any pending request for the a borrowing of, Conversion to of or Continuation continuation of SOFR Loans (to the extent of the affected SOFR Loans or or, on and after the Term SOFR Transition Date, the affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans in the amount specified therein and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such SOFR Loan together with accrued interest thereon (subject to Section 3.7)) (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, on the last day of the then current Interest Period applicable to such Term SOFR Loan; or (B) Convert any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans immediately or, on and after the then outstanding principal amount of each such SOFR Loan to a Base Rate Loan (with Base Rate determined other than by reference to Adjusted Term SOFR) (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR LoansTransition Date, as at the end of the last day of such applicable Interest Period. Upon any such prepayment or conversion, the Borrowers shall also pay any additional amounts required pursuant to Section 2.11(j).

Circumstances Affecting SOFR Availability. Subject to clause (bc) below, in connection with any request for a SOFR Loan, Loan or a Conversion Base Rate Loan as to which the interest rate is determined with reference to the Term SOFR or a conversion to or Continuation continuation thereof, a Bid Rate Quote with respect of a SOFR Margin Loan or otherwise, if for any reason (ia) the Lender shall determine (which determination shall be conclusive and binding absent manifest error) that, prior to the commencement of any Interest Period for a SOFR Loan, reasonable and adequate means do not exist for ascertaining the ascertaining Adjusted Daily Simple SOFR pursuant to the definition thereof with respect to a proposed Daily Simple SOFR Loan or Adjusted Term SOFR or the Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (b) the Lender determines that, prior to the commencement of any Interest Period with respect to for a proposed SOFR Loan, the Adjusted Term SOFR Loan or (ii) the Requisite Lenders shall determine that Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders the Lender of making or maintaining any such Loan during, with respect to Adjusted Term SOFR, Revolving Credit Loans during such Interest Period, ; then the Administrative Agent Lender shall promptly give notice thereof to the Borrower. ThereafterBorrower by telephone or fax as promptly as practicable thereafter and, until (x) the Administrative Agent Lender notifies the Borrower that the circumstances giving rise to such circumstances notice no longer exist, exist with respect to the obligation of the Lenders to make SOFR Loans relevant Benchmark and (or SOFR Margin Loans in respect of an outstanding Bid Rate Quotey) and the right of the Borrower to Convert delivers a new Notice of Conversion/Continuation in accordance with the terms of Section 3.2 or a new Notice of Borrowing in accordance with the terms of Section 2.2, any Notice of Conversion/Continuation that requests the conversion of any Revolving Credit Loan to to, or Continue continuation of any Revolving Credit Loan as as, a SOFR Loan and any Notice of Borrowing that requests a SOFR Loan shall instead be suspended (deemed to be a Notice of Conversion/Continuation or a Notice of Borrowing, as applicable, for a Base Rate Loan. Furthermore, if any SOFR Loan is outstanding on the extent date of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent revokes any such notice. Upon Borrower’s receipt of such notice, notice from the Borrower may revoke any pending request for the borrowing of, Conversion Lender referred to or Continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such SOFR Loan together with accrued interest thereon (subject to this Section 3.7)) (I3.6(a) with respect to any Daily Simple the Adjusted Term SOFR Loansapplicable to such SOFR Loan, immediately then until (I) the Lender notifies the Borrower that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (II) the Borrower delivers a new Notice of Conversion/Continuation in accordance with respect to the terms of Section 3.2 or a new Notice of Borrowing in accordance with the terms of Section 2.3, any Term SOFR Loans, Loan shall on the last day of the then current Interest Period applicable to such Term SOFR Loan; Revolving Credit Loan (or (B) Convert the then outstanding principal amount of each next succeeding Business Day if such SOFR Loan to day is not a Business Day), be converted by the Lender to, and shall constitute, a Base Rate Loan (with Base Rate determined other than by reference to Adjusted Term SOFR) (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, as of the last day of on such Interest Periodday.

Circumstances Affecting SOFR Availability. Subject to clause (bd) below, in connection with any request for a SOFR Loan, Loan or a Conversion conversion to or Continuation thereof, a Bid Rate Quote with respect of a SOFR Margin Loan continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining Adjusted Daily Simple SOFR pursuant to the definition thereof with respect to a proposed Daily Simple SOFR Loan or Adjusted Term SOFR for such the applicable Interest Period with respect to a proposed Term SOFR Loan on or prior to the first day of such Interest Period or (ii) the Requisite Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple Term SOFR or Adjusted Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Loan during, with respect to Adjusted Term SOFR, Loans during such Interest PeriodPeriod and, then 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 shall promptly give notice thereof to the Parent Borrower. Thereafter, until Upon notice thereof by the Administrative Agent notifies to the Borrower that such circumstances no longer existParent Borrower, the any obligation of the Lenders to make SOFR Loans (or SOFR Margin Loans in respect of an outstanding Bid Rate Quote) SMIR Loans, and the any right of the Borrower Borrowers to Convert convert any Loan to or Continue continue any Loan as a SOFR Loan Loan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes any such notice. Upon receipt of such notice, (A) the Borrower Borrowers may revoke any pending request for the a borrowing of, Conversion conversion to or Continuation continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or, failing that, the applicable Borrower 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, (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period, and (C) any outstanding affected SMIR Loans will be deemed to have been converted into Base Rate Loans. Upon any such prepayment or conversion, the Borrower shall either (A) repay in full (also pay accrued interest on the amount so prepaid or cause to be repaid in full) the then outstanding principal amount of each such SOFR Loan converted, together with accrued interest thereon (subject any additional amounts required pursuant to Section 3.72.13(f)) (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, on the last day of the then current Interest Period applicable to such Term SOFR Loan; or (B) Convert the then outstanding principal amount of each such SOFR Loan to a Base Rate Loan (with Base Rate determined other than by reference to Adjusted Term SOFR) (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, as of the last day of such Interest Period.