Inability to Determine Rates; Benchmark Replacement. (a) In the event that the Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Quotation Date with respect to any Eurocurrency Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of “Eurocurrency Rate,” the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to each Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurocurrency Rate Loans until such time as the Administrative Agent notifies the Parent Borrower and Lenders that the circumstances giving rise to such notice no longer exist (which notice the Administrative Agent agrees to give promptly upon such change in circumstances), (ii) any Foreign Currency Loans shall be converted to or continued, at the sole option of the applicable Borrower, in Dollars as Base Rate Loans and (iii) any Committed Loan Notice given by any Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by such Borrower (for the avoidance of doubt, without any amount being payable by such Borrower pursuant to Section 3.05).
Inability to Determine Rates; Benchmark Replacement. (a) If (x) prior to the commencement of the Interest Period for any Term Rate Loan or (y) at any time for any Daily Compounded SOFR Loan:
Inability to Determine Rates; Benchmark Replacement. (a) Subject to clauses (b) through (f) of this Section 3.03, if the Administrative Agent reasonably determines that for any reason, adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Committed Loan, or is informed by the Required Lenders in writing that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Committed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Committed Loan, or that deposits are not being offered to banks in the relevant interbank market for the applicable amount and the Interest Period of such Eurodollar Rate Committed Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Committed Loans shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Committed Loans in the amount specified therein (or, in the case of a pending request for a Loan denominated in a currency other than Dollars, the Borrower, the Administrative Agent and the applicable Lenders may establish a mutually acceptable alternative rate). Notwithstanding anything to the contrary herein or in any other Loan Document:
Inability to Determine Rates; Benchmark Replacement. (a) Temporary Inability to Determine Rates. Subject to clause (b) below, if Administrative Agent or Required Lenders shall have determined in good faith that adequate and reasonable means do not exist for ascertaining Term SOFR or that Term SOFR does not adequately and fairly reflect the cost to Lenders of funding or maintaining such Loan for the applicable Interest Period, Administrative Agent (either individually or upon direction of Required Lenders) will forthwith give notice of such determination to Borrower and each Lender. Thereafter, the obligation of Lenders to make or maintain SOFR Loans hereunder shall be suspended until Administrative Agent (individually or upon direction of Required Lenders) revokes such notice in writing. Upon receipt of such notice, Borrower may revoke any request for Borrowing then submitted by it. If Borrower does not revoke such notice, Lenders shall make, convert or continue the Loans, as proposed by Borrower, but such Loans shall be made, converted or continued as Prime Rate Loans.
Inability to Determine Rates; Benchmark Replacement. (a) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. New York City time on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.
Inability to Determine Rates; Benchmark Replacement. (a) Subject to clauses (b) through (f) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Rate Committed Loan:
Inability to Determine Rates; Benchmark Replacement. (a) Subject to clauses (b) through (g) of this Section 3.03
Inability to Determine Rates; Benchmark Replacement
