Common use of Market Disruption; SOFR Clause in Contracts

Market Disruption; SOFR. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 5.03(b), and the circumstances under clause (i) of Section 5.03(b) or the Scheduled Unavailability Date has occurred (as applicable) or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 5.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (ii) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period.

Market Disruption; SOFR. If If, in connection with any request for a Term Eurodollar RateTerm SOFR Loan or a LIBOR Daily RateSOFR Loan or a, including any conversion to or continuation thereof, as applicable, ,: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or no Successor Rate has been determined in accordance with Section 5.03(b3.03(b), and the circumstances under clause (i) of Section 5.03(b3.03(b)(i) or the Scheduled Unavailability Date has occurred occurred, (as applicable) or (BB)(x) adequate and reasonable means do not otherwise exist for determining the LIBOR Daily Rate or Eurodollar RateTerm SOFR for any requested Interest Period with respect to a proposed LIBOR Daily Rate Loan or Eurodollar Rate Loan, respectively, orTerm SOFR Loan, or (C) adequate and reasonable means do not otherwise exist for determining Daily Simple SOFR in connection with an existing or proposed Base RateDaily SOFR Loan and (y) the circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (ii) Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Ratethat Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term LIBOR Daily RateSimple SOFR for any requested Interest Period with respect to a proposed LIBOR Daily Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan or LIBOR Daily Rate Loan; then, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term Eurodollar RateTerm SOFR Loans Loans, Daily SOFR Loans, or to LIBORto convert Base Rate Daily RateSOFR Loans to Term SOFR Loans, shall be suspended suspended, (to the extent of the affected Term SOFR Eurodollar Rate Loans, LIBOR Daily Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR Eurodollar Rate component of the Base Rate, the utilization of the Term SOFR Eurodollar Rate component in determining the Base Rate shall be suspended, in each case caseLoans) until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) above of this Section 5.03(a3.03(a), until the Administrative Agent upon the instruction of the theas applicable, Required Lenders) revokes such notice. Upon receipt of such notice, (i1) the Borrower may revoke any pending request for a Borrowing Borrowingborrowing of, or conversion to, or continuation of Term Eurodollar RateTerm SOFR Loans or Daily SOFR Loans (to the extent of the affected Term Eurodollar RateTerm SOFR Loans Loans, Daily SOFR Loans, or Interest Periods) or LIBOR Daily Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing Borrowingborrowing of (x) to the extent unaffected, Daily SOFR Loans, or if Daily SOFR Loans are unavailable, (y) Base Rate Loans Loans, in each case, in the amount specified therein and therein, (ii2) any outstanding Term SOFR Loans shall be deemed to have been converted to (x) to the extent unaffected, Daily SOFR Loans, or if Daily SOFR Loans are unavailable, (y) Base Rate Loans Loans, in each case, immediately at the end of their respective applicable Interest Period, and (3) any outstanding Daily SOFR Loans shall immediately be deemed to have been converted to Base Rate Loans.

Market Disruption; SOFR. If If, in connection with any request for a Term SOFR Loan or a Daily SOFR Loan, including any conversion to or continuation thereof, as applicable, : (iA) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (Ai) no Successor Rate has been determined in accordance with Section 5.03(b4.03(b), and the circumstances under clause (i) of Section 5.03(b4.03(b)(i) or the Scheduled Unavailability Date has occurred (as applicable) occurred, or (Bii) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan Loan, or (iii) adequate and reasonable means do not otherwise exist for determining Daily Simple SOFR in connection with an existing or proposed Base Rate Daily SOFR Loan, or (iiB) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period or Daily Simple SOFR with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan; then, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans Loans, Daily SOFR Loans, or to convert Base Rate Daily SOFR Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (yLoans) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 5.03(a)as applicable, until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i1) the Borrower may revoke any pending request for a Borrowing borrowing of, or conversion to, or continuation of Term SOFR Loans or Daily SOFR Loans (to the extent of the affected Term SOFR Loans Loans, Daily SOFR Loans, or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing borrowing of Base Rate Loans in the amount specified therein and therein, (ii2) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period, and (3) any outstanding Daily SOFR Loans shall immediately be deemed to have been converted to Base Rate Loans.

Market Disruption; SOFR. If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 5.03(b), and the circumstances under clause (i) of Section 5.03(b) or the Scheduled Unavailability Date has occurred (as applicable) or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans or to convert Base Rate Committed Loans to Term SOFR Committed Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 5.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) 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 and (ii) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period.