Term Loans and the Amendment No Sample Clauses

Term Loans and the Amendment No. 2 Term Loans, notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined, that (i) adequate and reasonable means do not exist for ascertaining Term SOFR for any requested Interest Period, including, without limitation, because Term SOFR is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the supervisor for the administrator of the Term SOFR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which Term SOFR shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace Term SOFR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of Term SOFR (it being agreed that such rate shall at no time be less than the Floor) (any such proposed rate, a “Successor Rate”), together with any proposed Successor Rate Conforming Changes and, notwithstanding anything to the contrary set forth in Section 11.01, any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent notice that such Required Lenders do not accept such amendment.

Term Loans and the Amendment No. 4 Term Loans shall be adjusted through an increase in Applicable Rate to be equal to the all-in-yield relating to such Class of Incremental Term Loans minus 0.50%,

Term Loans and the Amendment No. 3 Term Loans (as applicable); provided that this clause (e) shall not apply to the incurrence of any Incurred Acquisition Debt pursuant to the Inside Maturity Exception ; and

Term Loans and the Amendment No. 2 Term Loans, notwithstanding anything to the contrary herein or in any other Loan Document:

Term Loans and the Amendment No. 9 Incremental Term Loans (each, as applicable), to finance all or a portion of the Amendment No. 1 Transactions, the Amendment No. 2 Transactions, the Amendment No. 3 Transactions and, the Amendment No. 8 Transactions and the Amendment No. 9 Transactions, as applicable).

Term Loans and the Amendment No. 4 Term Loans existing immediately prior to the effectiveness of the respective Incremental Term Loans by more than 0.50%, then the all-in-yield relating to the Amendment No. 2

Term Loans and the Amendment No. 4 Senior Unsecured Notes (in the case of this clause (ii), in an aggregate principal amount not to exceed the sum of (A) $1,975,000,000 plus (B) an amount equal to any original issue discount or upfront fees payable in connection therewith that is funded as debt) and (iii) in each case, any Permitted Refinancing thereof; and

Term Loans and the Amendment No. 9 Incremental Term Loans), any Revolving Loan, any Swingline Loan or any Additional Revolving Loan (including the Amendment No. 6 Replacement and Incremental Revolving Loans).

Term Loans and the Amendment No. 4 Term Loans except to the extent such covenants and other terms apply solely to any period after the Amendment No. 2 Term Loan Maturity Date or as may otherwise be approved by the Administrative Agent.