Unascertainable; Increased Costs. If, on or prior to the first day of an Interest Period:
(i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that (x) the Term SOFR Rate cannot be determined pursuant to the definition thereof; or (y) a fundamental change has occurred with respect to the Term SOFR Rate (including, without limitation, changes in national or international financial, political or economic conditions), or
(ii) any Lender determines that for any reason in connection with any request for a Term SOFR Rate Loan or a conversion thereto or a continuation thereof that the Term SOFR Rate for any requested Interest Period with respect to a proposed Term SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding, establishing or maintaining such Loan, and such Lender has provided notice of such determination to the Administrative Agent, then the Administrative Agent shall have the rights specified in Section 4.4(c) [Administrative Agent’s and Xxxxxx’s Rights].
Unascertainable; Increased Costs. If at any time:
(i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that the Term SOFR Rate or Daily SOFR, as applicable cannot be determined pursuant to the definition thereof; or
(ii) the Required Lenders determine that for any reason in connection with any request for a Term SOFR Rate Loan or Daily SOFR Loan or conversion thereto or continuation thereof that the Term SOFR Rate or Daily SOFR does not adequately and fairly reflect the cost to such Lenders of funding, establishing or maintaining such Loan, as applicable, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall have the rights specified in Section 4.4(c).
Unascertainable; Increased Costs. If, on or prior to the first day of an Interest Period (or, in the case of clause (iii), prior to advancing any Swingline Loan):
(i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) (x) that by reason of circumstances affecting any applicable offshore interbank market for the applicable Agreed Currency, the “Applicable Reference Rate” (whether in Dollars or a Foreign Currency) cannot be determined pursuant to the definition thereof, including, without limitation, because the Applicable Reference Rate for the applicable Agreed Currency is not available or published on a current basis or (y) a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Foreign Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), or
(ii) the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Borrowing (whether denominated in Dollars or a Foreign Currency) or a conversion thereto or a continuation thereof that (A) solely with respect to Eurocurrency Borrowings denominated in a Foreign Currency, deposits in such Foreign Currency are not available to any Lender in connection with such Borrowing or being offered to banks in the applicable offshore interbank market for the applicable Foreign Currency, amount and Interest Period (if applicable) of such Borrowing, or (B) the applicable Eurocurrency Rate (including the Term SOFR Rate) for any requested Agreed Currency or Interest Period (if applicable) with respect to a proposed Borrowing does not adequately and fairly reflect the cost to such Lenders of funding, establishing or maintaining such Borrowing during the applicable Interest Period,
(iii) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that Daily Simple SOFR cannot be determined pursuant to the definition thereof or the Required Lenders determine that for any reason in connection with any request for a Swingline Loan that Daily Simple SOFR with respect to a Swingline Loan Request does not adequately and fairly reflect the cost to such Lenders of funding, establishing or maintaining such Swingline Loan during the applicable Interest Period, then the Administrative Agent shall have the rights specified in Section 2.14(c).
Unascertainable; Increased Costs. If, on or prior to the first day of an Interest Period:
(i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that (x) Daily 1M SOFR or the Term SOFR Rate cannot be determined pursuant to the definition thereof; or (y) a fundamental change has occurred with respect to Daily 1M SOFR or the Term SOFR Rate (including, without limitation, changes in national or international financial, political or economic conditions); or
(ii) any Lender determines that for any reason that Daily 1M SOFR or the Term SOFR Rate for any requested Interest Period does not adequately and fairly reflect the cost to such Lender of funding such Xxxxxx’s Loans, and such Lender has provided notice of such determination to the Administrative Agent; then the Administrative Agent shall have the rights specified in Section 2.04(c).
Unascertainable; Increased Costs. If, at any time:
(i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that the Term SOFR Rate or Daily 1M SOFR, as applicable, cannot be determined pursuant to the definition thereof; or
(ii) the Required Purchasers determine that for any reason Daily 1M SOFR or the Term SOFR Rate does not adequately and fairly reflect the cost to such Purchasers of funding, establishing or maintaining such Purchasers’ Capital during the applicable Yield Period or that Daily 1M SOFR does not adequately and fairly reflect the cost to such Purchasers of funding, establishing or maintaining such Purchasers’ Capital, and such Purchasers have provided notice of such determination to the Administrative Agent; then the Administrative Agent shall have the rights specified in Section 2.04(c).
Unascertainable; Increased Costs. If, on or prior to the first day of a Yield Period:
(i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that (x) BSBY Rate or Daily BSBY Floating Rate Option cannot be determined because it is not available or published on a current basis; (y) adequate and reasonable means do not otherwise exist for determining any requested Yield Periods with respect to an existing or proposed BSBY Rate Capital; or (z) a fundamental change has occurred with respect to the BSBY Rate or Daily BSBY Floating Rate (including, without limitation, changes in national or international financial, political or economic conditions), and
(ii) any Purchaser determines that for any reason in connection with any request for a BSBY Rate Capital or Daily BSBY Floating Rate Capital or a conversion thereto or a continuation thereof that the BSBY Rate for any requested Yield Period with respect to a proposed BSBY Rate Capital or Daily BSBY Floating Rate Capital does not adequately and fairly reflect the cost to such Purchaser of funding such Investment, then the Administrative Agent shall have the rights specified in this Section 4.04.
Unascertainable; Increased Costs. If at any time:
(i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that Term SOFR Rate or Daily SOFR cannot be determined pursuant to the definition thereof; or
(ii) the Required Lenders determine that for any reason in connection with any request for a Term SOFR Rate Loan or Daily SOFR Loan or conversion thereto or continuation thereof that the Term SOFR Rate does not adequately and fairly reflect the cost to such Lenders of funding, establishing or maintaining such Loan during the applicable Interest Period, or Daily SOFR does not adequately and fairly reflect the cost to such Lenders of funding, establishing or maintaining such Loan, as applicable, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall have the rights specified in Section 4.05(c) [Administrative Agent’s and Xxxxxx’s Rights].
Unascertainable; Increased Costs. If, on or prior to the first day of an Interest Periodat any time:
(i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that (x) BSBYthe Term SOFR Rate or Daily BSBY Floating Rate Option1M SOFR, as applicable, cannot be determined because it is not available or published on a current basis; (y) adequate and reasonable means do not otherwise exist for determining any requested Interest Periods with respect to an existing or proposed BSBY Rate Loan; or (z) a fundamental change has occurred with respect to the BSBY Rate or Daily BSBY Floating Rate (including, without limitation, changes in national or international financial, political or economic conditions), andpursuant to the definition thereof; or
(ii) any Lender determines that for any reason in connection with any request for a BSBY Rate Loan or Daily BSBY Floating Rate Loan or a conversion thereto or a continuation thereof that the BSBY Rate for any requested Interest Period with respect to a proposed BSBY Rate Loan or Daily BSBY Floating Rate Loanthat the Term SOFR Rate does not adequately and fairly reflect the cost to such Lender of funding such Loan,, establishing or maintaining such Lender’s Loans during the applicable Interest Period or Daily 1M SOFR does not adequately and fairly reflect the cost to such Lender of funding, establishing or maintaining such Lender’s Loans, and such Lender has provided notice of such determination to the Administrative Agent; then the Administrative Agent shall have the rights specified in Section 2.06(c).
Unascertainable; Increased Costs. If, on or prior to the first day of an Interest Period:
(i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that (x) the Term SOFR Rate cannot be determined pursuant to the definition thereof; or (y) a fundamental change has occurred with respect to the Term SOFR Rate (including, without limitation, changes in national or international financial, political or economic conditions); or
(ii) any Lender determines that for any reason that the Term SOFR Rate for any requested Interest Period does not adequately and fairly reflect the cost to such Lender of funding such Lender’s Loans, and such Lender has provided notice of such determination to the Administrative Agent; the Administrative Agent shall have the rights specified in Section 2.11(c).
Unascertainable; Increased Costs. If, on or after the Effective Date:
(i) the Bank shall have determined (which determination shall be conclusive and binding absent manifest error) that (x) Daily SOFR cannot be determined pursuant to the definition thereof; or (y) a fundamental change has occurred with respect to Daily SOFR (including, without limitation, changes in national or international financial, political or economic conditions), or
(ii) the Bank determines that for any reason in connection with any request for a Credit Extension or a conversion thereto or a continuation thereof that Daily SOFR with respect to a proposed SOFR Daily Credit Extension does not adequately and fairly reflect the cost to the Bank of funding, establishing or maintaining such Credit Extension, then the Bank shall have the rights specified in Section 5.1(c) of this Exhibit A.
