Common use of Temporary Disruption of the Benchmark Clause in Contracts

Temporary Disruption of the Benchmark. 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 the then-current Benchmark and such inability to ascertain is not expected to be permanent; or (b) the Agent has been advised by the Required Lenders that the then-current Benchmark 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 Loan that bears interest at a rate based on the then-current Benchmark shall on and from such day be converted by the Agent to, and shall constitute, a Loan that bears interest at a rate based on (1) Daily Simple SOFR, (2) the Agreed-Upon Replacement or (3) the Alternate Base Rate (in order of the foregoing priority pursuant to clauses (1) through (3) as to the first of which (x) clauses (a) and (b) above are not applicable and (y) Section 17.2(b) is not applicable); provided that, in the case of clause (1) and (2) above, the Agent will notify the Lenders of the replacement rate on the date of determination thereof and, until the Lenders object to such replacement rate (which right of objection shall expire at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after such written notice thereof is provided to the Lenders), the replacement rate shall be effective. For avoidance of doubt, until such time as the replacement rate is effective, the Loans will continue to bear interest based on the then-current Benchmark as of the last date of determination.

Temporary Disruption of the Benchmark. Subject to Section 17.2(bSections 12.5(e) through 12.5(i), if: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the then-current Benchmark Term SOFR and such inability to ascertain is not expected to be permanent; or (b) the Administrative Agent has been advised by the Required Majority Lenders that the then-current Benchmark 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 ; (A) the Administrative Agent shall give notice thereof to the Borrower Borrower, the Lenders and the Lenders Rating Agency 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, exist and (B)(x) any request for a borrowing of Term SOFR Loans shall instead be deemed to be a request for an ABR Loan and (y) any outstanding Term SOFR Loan that bears interest at a rate based on the then-current Benchmark shall on and from such day be converted by the Administrative Agent to, and shall constitute, an ABR Loan. If, with respect to any outstanding Interest Period, a Loan Lender notifies the Administrative Agent that bears interest at a rate based on (1) Daily Simple SOFR, (2) Term SOFR will not adequately reflect the Agreed-Upon Replacement or (3) the Alternate Base Rate (in order of the foregoing priority pursuant to clauses (1) through (3) as cost to the first Person of which funding or maintaining its Term SOFR Loans for such Interest Period, then: (x) clauses (a) the Administrative Agent shall forthwith so notify the Borrower, the Lenders and (b) above are not applicable the Rating Agency; and (y) Section 17.2(b) is upon such notice and thereafter while such circumstances exist, the applicable Lender shall not applicable)make any Term SOFR Loans during such period; provided that, in (I) if the case foregoing notice relates to Loans that are outstanding, such Loans shall be converted to ABR Loans only on the last day of clause (1) the then-current Interest Period, and (2II) aboveupon receipt of such notice, the Agent will notify the Lenders Borrower may revoke any outstanding requests for borrowing of the replacement rate on the date of determination thereof and, until the Lenders object to such replacement rate (which right of objection shall expire at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after such written notice thereof is provided to the Lenders), the replacement rate shall be effectiveTerm SOFR Loans. For avoidance of doubt, until such time as the replacement rate is effective, the Loans will continue to bear interest based on the then-current Benchmark as of the last date of determination.