Common use of Temporary Market Disruption Respecting SOFR Clause in Contracts

Temporary Market Disruption Respecting SOFR. Subject to Section 12.1, if, on or prior to the first day of any Interest Period for any SOFR Loan: (a) the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof; or (b) Lenders holding 25% of the Commitments of all Lenders determine that for any reason in connection with any request for a SOFR Loan or a Conversion thereto or a Rollover thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and such Lenders have provided notice of such determination to the Agent, the Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to Convert U.S. Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Agent (with respect to clause (b), at the instruction of Lenders holding 25% of the Commitments of all Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Drawdown of, Conversion to or Rollover of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Drawdown of or Conversion to U.S. Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been Converted into U.S. Base Rate Loans at the end of the applicable Interest Period. Upon any such Conversion, the Borrower shall also pay accrued interest on the amount so Converted, together with any additional amounts required pursuant to Section 2.16(1). Subject to Section 12.1, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on U.S. Base Rate Loans shall be determined by the Agent without reference to clause (c) of the definition of “U.S. Base Rate” until the Agent revokes such determination.

Temporary Market Disruption Respecting SOFR. (a) Subject to Section 12.110.1, if, on or prior to the first day of any Interest Period for any Term SOFR Loan: (a) Advance, the Agent or US Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” SOFR cannot be determined pursuant to the definition thereof; or (b) Lenders holding 25% of the Commitments of all Lenders determine that for any reason in connection with any request for a SOFR Loan or a Conversion thereto or a Rollover thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and such Lenders have provided notice of such determination to the Agent, the Agent or US Agent will promptly so notify the Borrower Borrowers and each Lender. . (b) Upon receipt of notice thereof by the Agent pursuant to the Borrower, Section 10.3(a): (i) any obligation of the Lenders to make Term SOFR LoansAdvances, and any right of the a Borrower to continue Term SOFR Loans Advances or to Convert U.S. convert US Base Rate Loans Advances to Term SOFR LoansAdvances, shall be suspended (to the extent of the affected Term SOFR Loans Advances or affected Interest Periods) until the Agent (with respect to clause (b), at the instruction of Lenders holding 25% of the Commitments of all Lenders) or US Agent revokes such notice. Upon receipt of such notice, ; (iii) the a Borrower may revoke any pending request for a Drawdown of, Term SOFR Advance or a Conversion to thereto or a Rollover of SOFR Loans thereof (to the extent of the affected Term SOFR Loans Advances or affected Interest Periods) or, failing that, the applicable Borrower will be deemed to have converted any such request into a request for a Drawdown of or Conversion to U.S. US Base Rate Loans Advance or a Conversion thereto in the amount specified therein and therein; and (iiiii) any outstanding affected Term SOFR Loans Advances will be deemed to have been Converted converted into U.S. US Base Rate Loans Advances at the end of the applicable Interest Period. . (c) Upon any such ConversionConversion pursuant to Section 10.3(b)(ii) or 10.3(b)(iii), the applicable Borrower shall also pay accrued interest on the amount so Convertedconverted, together with any additional amounts required pursuant to Section 2.16(1). this Agreement. (d) Subject to Section 12.110.1, if the Agent or US Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” SOFR cannot be determined pursuant to the definition thereof on any given day, the interest rate on U.S. US Base Rate Loans shall be determined by the Agent or the US Agent without reference to clause paragraph (ciii) of the definition of “U.S. US Base Rate” until the Agent or US Agent revokes such determination.

Temporary Market Disruption Respecting SOFR. Subject to Section 12.1, if, on or prior to the first day of any Interest Period for any SOFR Loan: (a) the Agent Agent, in the case of the Syndicated Facility, or the Operating Lender, in the case of the Operating Facility, determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof; or (b) the Lenders holding Commitments which constitute at least 25% of the Commitments of all Lenders Total Commitment determine that for any reason in connection with any request for a SOFR Loan or a Conversion thereto or a Rollover thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and such Lenders have provided notice of such determination to the Agent, then, in each case, the Agent (with respect to a determination made by the Agent pursuant to clause (a) above or with respect to any determination made pursuant to clause (b) above) will promptly so notify the Borrower and each LenderLender or the Operating Lender (with respect to a determination made by the Operating Lender pursuant to clause (a) above) will promptly so notify the Borrower. Upon notice thereof by the Agent or the Operating Lender (as the case may be) to the BorrowerBorrower as aforesaid, any obligation of, in the case of a notice by the Agent pursuant to clause (a) above with respect to the Syndicated Facility, the Syndicated Facility Lenders, in the case of a notice by the Agent pursuant to clause (b) above, the Lenders under each of the Lenders Credit Facilities and, in the case of a notice by the Operating Lender pursuant to clause (a) above, the Operating Lender, to make SOFR Loans, and any right of the Borrower to continue Rollover SOFR Loans or to Convert make Conversions of U.S. Base Rate Loans to SOFR LoansLoans under such applicable Credit Facilities, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Agent or the Operating Lender (as the case may be) (with respect to clause (b)) above, at the instruction of Lenders to the Agent holding Commitments which constitute at least 25% of the Commitments of all LendersTotal Commitment) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke under the applicable Credit Facilities any pending request for a Drawdown of, Conversion to or Rollover of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have under the applicable Credit Facilities converted any such request into a request for a Drawdown of or Conversion to U.S. Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will will, in respect of the applicable Credit Facilities, be deemed to have been Converted converted into U.S. Base Rate Loans at the end of the applicable Interest Period. Upon any such Conversion, the Borrower shall also pay accrued interest on the amount so Convertedconverted, together with any additional amounts required pursuant to Section 2.16(1). Subject to Section 12.1, if if, in the Agent case of the Syndicated Facility, the Agent, or, in the case of the Operating Facility, the Operating Lender (as the case may be), determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on U.S. Base Rate Loans shall be determined by the Agent or the Operating Lender (as the case may be) without reference to clause (c) of the definition of “U.S. Base Rate” until the Agent or the Operating Lender (as the case may be) revokes such determination.

Temporary Market Disruption Respecting SOFR. Subject to Section 12.1, if, on or prior to the first day of any Interest Period for any SOFR Loan: (a) the Agent Agent, in the case of the Syndicated Facility, or the Operating Lender, in the case of the Operating Facility, determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof; or (b) Lenders holding 25% of the Commitments of all Lenders determine that for any reason in connection with any request for a SOFR Loan or a Conversion thereto or a Rollover thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and such Lenders have provided notice of such determination to the Agent, the Agent (with respect to a determination made by the Agent pursuant to clause (a) above or with respect to any determination made pursuant to clause (b) above) will promptly so notify the Borrower and each LenderLender or the Operating Lender (with respect to a determination made by the Operating Lender pursuant to clause (a) above) will promptly so notify the Borrower. Upon notice thereof by the Agent or the Operating Lender (as the case may be) to the BorrowerBorrower as aforesaid, any obligation of, in the case of a notice by the Agent pursuant to clause (a) above with respect to the Syndicated Facility, the Syndicated Facility Lenders, in the case of a notice by the Agent pursuant to clause (b) above, the Lenders under each of the Lenders Credit Facilities and, in the case of a notice by the Operating Lender pursuant to clause (a) above, the Operating Lender, to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to Convert convert U.S. Base Rate Loans to SOFR LoansLoans under such applicable Credit Facilities, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Agent or the Operating Lender (as the case may be) (with respect to clause (b), at the instruction of Lenders to the Agent holding 25% of the Commitments of all Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke under the applicable Credit Facilities any pending request for a Drawdown of, Conversion to or Rollover of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have under the applicable Credit Facilities converted any such request into a request for a Drawdown of or Conversion to U.S. Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will will, in respect of the applicable Credit Facilities, be deemed to have been Converted converted into U.S. Base Rate Loans at the end of the applicable Interest Period. Upon any such Conversion, the Borrower shall also pay accrued interest on the amount so Convertedconverted, together with any additional amounts required pursuant to Section 2.16(1). Subject to Section 12.1, if if, in the case of the Syndicated Facility, the Agent or, in the case of the Operating Facility, the Operating Lender (as the case may be), determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on U.S. Base Rate Loans shall be determined by the Agent or the Operating Lender (as the case may be) without reference to clause (c) of the definition of “U.S. Base Rate” until the Agent or the Operating Lender (as the case may be) revokes such determination.