Temporary Disruption of Term SOFR Clause Samples

Temporary Disruption of Term SOFR. Subject to Section 12.5(e), if:
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Temporary Disruption of Term SOFR. Subject to Section 17.2(b), if: (a) the Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR; or (b) the Agent has been advised by the Required Lenders that Term SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan); then the Agent shall give notice thereof to the Borrower and the Lenders as promptly as practicable thereafter and, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any outstanding Term SOFR Loan shall on and from such day be converted by the Agent to, and shall constitute, an ABR Loan.
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Temporary Disruption of Term SOFR. Subject to Section 17.2(b), if: (a) the Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR; or (b) the Agent has been advised by the Required Lenders that Term SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan); then the Agent shall give notice thereof to the Borrower and the Lenders (with a copy to the Collateral Agent) as promptly as practicable thereafter and, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any outstanding Term SOFR Loan shall, (i) in the event of clause (a) above, at the end of the applicable Accrual Period and (ii) in the event of clause (b), on and from such day, be converted by the Agent to, and shall constitute, an ABR Loan.
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Temporary Disruption of Term SOFR. (a) Subject to Section 12.5, if adequate and reasonable means do not exist for ascertaining Term SOFR as contemplated by Section 2.5, then the Administrative Agent shall give notice thereof to the Subordinated Noteholders, the Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies the Subordinated Noteholders, the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist: (A) any Notice of Borrowing that requests a Term SOFR Borrowing shall instead be deemed to be a Notice of Borrowing for an ABR Borrowing, and (B) any outstanding Term SOFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute, an ABR Loan. It is understood that (x) upon delivery by the Administrative Agent of the notice regarding the cessation of any such circumstances noted above, any ABR Loans shall convert to Term SOFR Loans and (y) once a replacement Applicable Rate is agreed between the Administrative Agent, the Majority Lenders and the Borrower pursuant to Section 11.1(b), upon amendment of this Agreement pursuant to Section 11.1(b), the Lenders shall instead fund Loans based on the agreed replacement Applicable Rate and any ABR Loans shall convert to Loans accruing interest at such agreed replacement Applicable Rate. (b) Upon receipt of such written notice from the Administrative Agent pursuant to clause (a) of this Section 11.1 the Borrower may request in writing from the Administrative Agent an amendment to this Agreement to modify the Applicable Rate (an “Applicable Rate Notice”). After receipt of an Applicable Rate Notice from the Borrower, the Administrative Agent and the Majority Lenders shall make a reasonable and good faith effort to modify the Applicable Rate on mutually agreeable terms with the Borrower.
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Temporary Disruption of Term SOFR. Subject to Section 12.5, if adequate and reasonable means do not exist for ascertaining Term SOFR as contemplated by Section 2.5, then the Administrative Agent shall give notice thereof to the Subordinated Noteholders, the Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies the Subordinated Noteholders, the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist:
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Temporary Disruption of Term SOFR. Subject to Section 3(c), if the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR or Term SOFR, then the Administrative Agent (subject to the prior written consent of the Majority Investors (such consent not to be unreasonably withheld or delayed)) shall give notice thereof to the Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist: (1) any Borrowing Request that requests a Term SOFR Borrowing shall be deemed to be a Borrowing Request for a Term SOFR Borrowing for which the Benchmark is determined using the most recently published Term SOFR; and (2) any outstanding Term SOFR Loan shall on and from such day use the most recently published Term SOFR as the Benchmark.
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