Unascertainable; Increased Costs Sample Clauses

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: (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, on or prior to the first day of a Settlement Period: (i) the Administrator 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 Purchaser Agent determines for any reason that Daily 1M SOFR or the Term SOFR Rate for any requested Settlement Period does not adequately and fairly reflect the cost to any such Purchaser in such Purchaser Agent’s Group of funding such Purchaser’s Investments, and such Purchaser Agent has provided notice of such determination to the Administrator; then the Administrator shall have the rights specified in Section 1.9(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) any Purchaser determines that for any reason Daily 1M SOFR or the Term SOFR Rate does not adequately and fairly reflect the cost to such Purchaser of funding, establishing or maintaining such Purchaser’s Capital during the applicable Yield Period or that Daily 1M SOFR does not adequately and fairly reflect the cost to such Purchaser of funding, establishing or maintaining such Purchaser’s Capital, and such Purchaser has provided notice of such determination to the Administrative Agent; then the Administrative Agent shall have the rights specified in Section 2.05(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 a Yield Period (or solely with respect to Daily BSBY Floating Rate, onat any day)time: (i) the Administrator shall have determined (which determination shall be conclusive and binding absent manifest error) that (x) the BSBYTerm SOFR Rate or the Daily BSBY Floating Rate1M 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 the BSBY Rate or the Daily BSBY Floating Rate for such Yield Period (or portion thereof); or (z) a fundamental change has occurred with respect to the BSBY Rate or the 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 affected Purchaser determines that for any reason the BSBY RateDaily 1M SOFR or the Daily BSBY FloatingTerm SOFR Rate, as applicable, does not adequately and fairly reflect the cost to such Purchaser of funding, establishing or maintaining any Portion ofsuch Purchaser’s Capital during suchthe applicable Yield Period (or portion thereof),or that Daily 1M SOFR does not adequately and fairly reflect the cost to such Purchaser of funding, establishing or maintaining such Purchaser’s Capital, and such Purchaser has provided notice of such determination to the Administrator; then the Administrator shall have the rights specified in Section 3.041.11(c).

Unascertainable; Increased Costs above, the Administrative Agent shall promptly so notify the Lenders and the Borrowing Agent thereof, and in the case of an event specified in Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, such Lender or Lenders shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowing Agent. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (Ai) the Lenders, in the case of such notice given by the Administrative Agent, or (Bii) such Lender or Lendors, in the case of such notice given by such Lender or Lenders, to allow the Borrowers to select, convert to or renew a LIBOR Term SOFR Rate Option Loan shall be suspended (to the extent of the affected Term SOFR Rate Loan or Interest Periods) until the Administrative Agent shall have later notified the Borrowing Agent, or such Lender or Lenders shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s or Lenders’, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Unascertainable; Increased DMFIRM #404836892 v17 60 Costs] and the Borrowers have previously notified the Administrative Agent of their selection of, conversion to or renewal of a LIBOR Term SOFR Rate Option and such Interest Term SOFR Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender or Lenders notify the Administrative Agent of a determination under Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such Lender or Lenders to which a LIBOR Term SOFR Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automat...

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 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 or Daily Simple RFR cannot be determined pursuant to the definition thereof; (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 (z) with respect to any Loan denominated in an Alternative Currency, a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls); (ii) the Required Lenders determine that for any reason in connection with any request for a Term SOFR Rate Loan or Daily Simple RFR Loan or a conversion thereto or a continuation thereof that the Term SOFR Rate or Daily Simple RFR, as applicable, for any requested Interest Period with respect to a proposed Term SOFR Rate Loan or Daily Simple RFR Loan, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Loan, 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 4.4.3 [Administrative Agent’s and Xxxxxx’s Rights].

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.