Common use of Inability to Determine Rates Benchmark Replacement Setting Clause in Contracts

Inability to Determine Rates Benchmark Replacement Setting. (a) If, on or prior to the first day of any Interest Period, for any SOFR Loan, the Administrative Bank determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, the Administrative Bank will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Bank 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 Reference Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Bank revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation 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 Borrowing of or conversion to Reference Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Reference 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 4.5. Subject to Section 4.3, if the Administrative Bank 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 Reference Rate Loans shall be determined by the Administrative Bank without reference to clause (c) of the definition of “Reference Rate” until the Administrative Bank revokes such determination.

Inability to Determine Rates Benchmark Replacement Setting. (a) IfSubject to Section 4.3(b), on in connection with any request for a SOFR Loan or prior a conversion to the first day of any Interest Periodor continuation thereof or otherwise, if for any SOFR Loan, reason (i) the Administrative Bank determines Agent shall determine (which determination shall be conclusive and binding absent manifest error) that “reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR” cannot be determined pursuant SOFR for the applicable Interest Period with respect to a proposed SOFR Loan on or prior to the definition thereoffirst day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period (each a “Market Disruption Event”) and, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Bank will Agent shall promptly so notify give notice thereof to the Borrower and each LenderLenders; provided that no Lender shall so advise the Administrative Agent unless such Lender is generally making similar claims upon, or otherwise similarly enforcing its agreements with, similarly situated borrowers (and provided further that no Lender shall have any obligation to disclose information about any other borrowers). Upon notice thereof by the Administrative Bank Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to or continue any Loan as a SOFR Loans or to convert Reference Rate Loans to SOFR LoansLoan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Bank Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (iA) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to Reference Base Rate Loans in the amount specified therein and (iiB) any outstanding affected SOFR Loans will be deemed to have been converted into Reference Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 4.5. Subject During any period in which a Market Disruption Event is in effect, the Borrower may request, through the Administrative Agent, that the Required Lenders or the Administrative Agent, as applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect. If, within ten (10) Business Days following such confirmation request, the Administrative Agent (on behalf of the Required Lenders or for itself, as applicable) has not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) the Borrower shall not be permitted to submit any such request more than once in any thirty (30) day period and (B) nothing contained in this Section 4.3 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or the Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 4.3, if the Administrative Bank 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 Reference Rate Loans shall be determined by the Administrative Bank without reference to clause (c) of the definition of “Reference Rate” until the Administrative Bank revokes such determination.

Inability to Determine Rates Benchmark Replacement Setting. (a) If, on in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, prior to the first day commencement of any Interest PeriodPeriod for a SOFR Borrowing, for any SOFR Loan, (i) the Administrative Bank Agent determines (which determination shall be final and conclusive and binding absent manifest error) that “adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR” canSOFR for such Interest Period or (ii) the Required Lenders determine that for any reason the Eurodollar RateAdjusted Term SOFR for any requested Interest Period with respect to a proposed Eurodollar RateSOFR Loan does not be determined pursuant adequately and fairly reflect the cost to the definition thereofsuch Lenders of funding such Loan, the Administrative Bank will Agent willshall promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Bank to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR or maintain Eurodollar RateSOFR Loans or to convert Reference Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Eurodollar RateSOFR Loans or affected Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar RateAdjusted Term SOFR component of the Base Rate, the utilization of the Eurodollar RateAdjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Bank Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR Eurodollar RateSOFR Loans (to the extent of the affected SOFR Eurodollar RateSOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a committed Borrowing of or conversion to Reference Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Reference 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 4.5. Subject to Section 4.3, if the Administrative Bank 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 Reference Rate Loans shall be determined by the Administrative Bank without reference to clause (c) of the definition of “Reference Rate” until the Administrative Bank revokes such determinationtherein.

Inability to Determine Rates Benchmark Replacement Setting. (a) IfOther than with respect to a Benchmark Transition Event or an Early Opt-in Election, on or prior to if the first day of Administrative Agent determines, for any proposed Interest Period, that: (a) deposits in Dollars are not being offered to banks in the applicable offshore market for the applicable amount and Interest Period of any SOFR LIBOR Rate Loan; or (b) LIBOR does not adequately or fairly reflect the cost to the Lenders of funding or maintaining any LIBOR Rate Loan, then: (i) the Administrative Bank determines Agent shall forthwith notify the Lenders and the Borrowers; and (ii) while such circumstances exist, none of the Lenders shall allocate any Loans made during such period, or reallocate any Loans allocated to any then-existing Interest Period ending during such period, to an Interest Period with respect to which determination shall be conclusive and binding absent manifest error) interest is calculated by reference to LIBOR. If, with respect to any outstanding Interest Period, a Lender notifies the Administrative Agent that “Adjusted Term SOFR” canit is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Loans or that LIBOR applicable to such Loans will not be determined pursuant adequately reflect the cost to the definition thereofPerson of funding or maintaining such Loans for such Interest Period, then: (A) the Administrative Bank will promptly Agent shall forthwith so notify the Borrower Borrowers and each Lender. Upon the Lenders; and (B) upon such notice thereof and thereafter while such circumstances exist, the applicable Lender shall not make any LIBOR Rate Loans during such period or reallocate any Loans allocated to any Interest Period ending during such period, to an Interest Period with respect to which interest is calculated by reference to LIBOR; provided that, (x) if the Administrative Bank forgoing notice relates to the Borrower, any obligation of the Lenders to make SOFR Loans that are outstanding as LIBOR Rate Loans, and any right of the Borrower such Loans shall be Converted to continue SOFR Loans or to convert Reference Rate Loans to SOFR Loans, shall be suspended (to only on the extent last day of the affected SOFR Loans or affected then-current Interest PeriodsPeriod, and (y) until the Administrative Bank revokes such notice. Upon upon receipt of such notice, (i) the Borrower applicable Borrowers may revoke any pending request outstanding Requests for Borrowing made by them. Each Lender shall promptly notify the Borrowers when the circumstances described in this Section 4.3 cease to exist and any Loan converted to a borrowing of, conversion Reference Rate Loan or not converted to or continuation a LIBOR Rate Loan shall be converted on the last day of SOFR Loans (the then-current Interest Period to a LIBOR Rate Loan with an Interest Period of the same duration as the Interest Period that was in effect immediately prior to the extent Conversion of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed such LIBOR Rate Loan to have converted any such request into a request for a Borrowing of or conversion to Reference Rate Loans Loan (or the duration selected in the amount specified therein and (ii) event of any outstanding affected SOFR Loans will be deemed to have been Loan that was not converted into from a Reference 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 Loan to Section 4.5. Subject to Section 4.3, if the Administrative Bank 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 Reference a LIBOR Rate Loans shall be determined by the Administrative Bank without reference to clause (c) of the definition of “Reference Rate” until the Administrative Bank revokes such determinationLoan).

Inability to Determine Rates Benchmark Replacement Setting. (a) IfSubject to Section 1.8(b), if, on or prior to the first day of any Interest Period, Period for any SOFR Loan, the Administrative Bank Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, the Administrative Bank Agent will promptly so notify the Administrative Borrower and each Lender. Upon notice thereof by the Administrative Bank Agent to the Administrative Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower Borrowers to continue SOFR Loans or to convert Reference Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Bank Agent revokes such notice. Upon receipt of such notice, (i) the any Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Reference Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Reference Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 4.52.3(e). Subject to Section 4.31.8(b), if the Administrative Bank 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 Reference Base Rate Loans shall be determined by the Administrative Bank Agent without reference to clause (ciii) of the definition of “Reference Base Rate” until the Administrative Bank Agent revokes such determination.