Inability to Determine Rates; Illegality. (a) Subject to Section 5.5, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, the Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make or continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) until the Agent 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 Term SOFR Loans (to the extent of the affected Term SOFR Loans or, in the case of a Term SOFR Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term SOFR Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to Section 5.4. If the Agent determines that Term SOFR cannot be determined in accordance with the terms of this Agreement, in each case on any given day, the interest rate on Base Rate Loans shall be determined by the Agent without reference to clause (c) of the definition of “Base Rate” until the Agent revokes such determination.
Inability to Determine Rates; Illegality. Anything contained herein to the contrary notwithstanding, if, prior to or upon any determination of LIBOR:
Inability to Determine Rates; Illegality. Anything contained herein to the contrary notwithstanding, if, prior to or upon any determination of LIBOR, for any applicable Interest Period:
Inability to Determine Rates; Illegality. (i) If, on any day during an Interest Period for any Daily SOFR Loan, the Deal Agent determines (which determination shall be conclusive and binding absent manifest error) that Daily Simple SOFR or “SOFR” cannot be determined, then
Inability to Determine Rates; Illegality. (a) In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent (acting at the direction of the Required Lenders)):
Inability to Determine Rates; Illegality. (A) Subject to clauses (B), (C), (D), (E) and (F) of this Section 2.18, if prior to the commencement of any Interest Accrual Period:
Inability to Determine Rates; Illegality. (c) Section 1.9 Inability to Determine Euro-RateRates. Subject to Section 1.21, if:
Inability to Determine Rates; Illegality. (A) Subject to Section 2.19, if, on or prior to the first day of any Interest Accrual Period for any SOFR Advance:
Inability to Determine Rates; Illegality. If the Bank shall have determined (which determination shall be conclusive and binding upon the Borrowers) that (a) by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining the Adjusted LIBOR Rate or (b) it is unlawful or impossible for the Bank to make, maintain or fund the Revolving Loans accruing at the Adjusted LIBOR Rate, the Bank shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower Agent as soon as practicable thereafter. From the date of such determination until the Bank notifies the Borrower Agent that the circumstances giving rise to such notice no longer exist, the Revolving Loans shall bear interest at the Standard Rate.
Inability to Determine Rates; Illegality. (a) If the Administrative Agent determines (which determination shall be conclusive absent manifest error) in connection with any request for a Loan that (a) adequate and reasonable means do not exist for determining Adjusted Term SOFR or (b) Adjusted Term SOFR (or such replacement convention) with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Loans at an interest rate based on Adjusted Term SOFR (or such replacement convention) shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and during such time, all such outstanding Loans shall bear interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of Loans bearing interest at Adjusted Term SOFR (or such replacement convention) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Loans bearing interest at the Base Rate plus the Applicable Rate (or at the Default Rate if an Event of Default has occurred that is continuing) in the amount specified therein.
