Common use of Inability to Determine Rate Clause in Contracts

Inability to Determine Rate. Subject to Section 3.04 below, if the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion to or continuation thereof that (a) adequate and reasonable means do not exist for determining SOFR for any requested Interest Period with respect to a proposed SOFR Loan, or (b) SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain SOFR Loans shall be suspended until the 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 SOFR Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein but shall not be required to pay any compensation pursuant to Section 3.05.

Inability to Determine Rate. Subject to Section 3.04 below, if the Required Lenders determine that for any reason (a) If in connection with any request for a SOFR Loan or a conversion to or continuation thereof thereof, (i) the Lender determines that (a) adequate and reasonable means do not exist for determining the Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan, or (bii) the Lender determines that for any reason Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders the Lender of funding such SOFR Loan, the Agent Lender will promptly so notify the Borrower and each LenderBorrower. Thereafter, the obligation of the Lenders Lender to make or maintain SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or Interest Periods) until the Agent (upon the instruction of the Required Lenders) Lender revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Loans (to the extent of the affected SOFR Loans or Interest Period) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein but shall not be required to pay any compensation pursuant to Section 3.05therein. (b) [Reserved] (c)

Inability to Determine Rate. Subject to Section 3.04 below, if the Required Lenders determine that for any reason If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof a Term SOFR Loan, as applicable, (A) Agent determines (which determination shall be conclusive absent manifest error) that (aI) no Successor Rate has been determined in accordance with Section 4(e)(ii), and the circumstances under Section 4(e)(ii)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (II) adequate and reasonable means do not otherwise exist for determining SOFR for any requested Interest Period with respect to a proposed SOFR LoanTerm SOFR, or (bB) SOFR Agent or Requisite Lenders determine that for any requested Interest Period with respect to a proposed reason Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Agent will promptly so notify the Borrower Borrowers and each LenderLenders. Thereafter, the obligation of the Lenders to make make, maintain or maintain convert Base Rate Loans to Term SOFR Loans shall be suspended until (to the Agent (upon the instruction extent of the Required Lenders) revokes such noticeaffected Term SOFR Loans). Upon receipt of such notice, the Borrower (x) Borrowers may revoke any pending request for a Borrowing of, or conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans, and (y) any outstanding Term SOFR Loans in the amount specified therein but shall not be required convert to pay any compensation pursuant to Section 3.05Base Rate Loans.

Inability to Determine Rate. Subject to Section 3.04 below, if the Required Lenders determine that for any reason If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof thereof, as applicable, (A) Agent determines (which determination shall be conclusive absent manifest error) that (aI) no Successor Rate has been determined in accordance with Section 2(g)(ii), and the circumstances under Section 2(g)(ii)(A) or the Scheduled Unavailability Date has occurred (as applicable), or (II) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (bB) Agent or Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Agent will promptly so notify the Borrower Borrowers and each LenderLenders. Thereafter, (1) the obligation of the Lenders to make make, maintain or maintain convert Base Rate Loans to Term SOFR Loans shall be suspended until the 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 SOFR Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein but shall not be required to pay any compensation pursuant to Section 3.05.to

Inability to Determine Rate. Subject to Section 3.04 below, if the Required Lenders determine that for any reason If in connection with any request for a SOFR Loan or a conversion to or continuation thereof Rate Loan, (a) Lender determines (which determination shall be conclusive absent manifest error) that (ai) no Successor Rate has been determined in accordance with Section 3.6.2, and the circumstances under Section 3.6.2(a) or the Scheduled Unavailability Date has occurred (as applicable), or (ii) adequate and reasonable means do not otherwise exist for determining the SOFR for any requested Interest Period Rate or in connection with respect to a an existing or proposed SOFR Base Rate Loan, or (b) SOFR Lender determines that for any requested Interest Period with respect to a proposed reason the SOFR Loan Rate does not adequately and fairly reflect the cost to such Lenders Lender of funding such Loan, the Agent Lender will promptly so notify the Borrower and each LenderAgent. Thereafter, (x) the obligation of the Lenders Lender to make or maintain SOFR Rate Loans shall be suspended until (to the Agent (upon the instruction extent of the Required Lendersaffected SOFR Rate Loans), and (y) in the event of a determination described in the preceding sentence with respect to the SOFR Rate component of Base Rate, the utilization of such component in determining Base Rate shall be suspended, in each case until Lender revokes such notice. Upon receipt of such notice, the Borrower (i) Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of SOFR Rate Loans (to the extent of the affected SOFR Rate Loans) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans, and (ii) any outstanding SOFR Rate Loans shall convert to Base Rate Loans in at the amount specified therein but shall not be required to pay any compensation pursuant to Section 3.05end of their respective interest period.