Common use of Unascertainable; Increased Costs Clause in Contracts

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 (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) that (x) that by reason of circumstances affecting any applicable offshore interbank market for the applicable Agreed CurrencyTerm SOFR Rate or the Daily Simple SOFR, the “Applicable Reference Rate” (whether in Dollars or a Foreign Currency) as applicable, cannot be determined pursuant to the definition thereofthereof and such inability to determine the Term SOFR Rate or the Daily Simple SOFR, includingas applicable, without limitation, because the Applicable Reference Rate for the applicable Agreed Currency is temporary and 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), permanent; or (ii) the Agent is advised by 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 prior to Eurocurrency Borrowings denominated in a Foreign Currency, deposits in such Foreign Currency are not available to the commencement of 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 for a Term SOFR Borrowing, or (B) the applicable Eurocurrency Rate (including the Term SOFR Rate) Rate for any requested Agreed Currency or such Interest Period (if applicable) with respect to a proposed Borrowing does will not adequately and fairly reflect the cost to such Lenders of funding, establishing making or maintaining their Loans included in such Borrowing during the applicable for such Interest Period, Period or (iiiB) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that at any time, 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 will not adequately and fairly reflect the cost to such Lenders of funding, establishing making or maintaining their Loans included in such Swingline Loan during the applicable Interest PeriodBorrowing, then the Administrative Agent shall have give notice thereof (which may be by telephone) to the rights specified Borrower and the Lenders as promptly as practicable thereafter and, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark, (A) any request for the Conversion of any Borrowing to, or continuation of any Borrowing as, a Term SOFR Borrowing or Daily Simple SOFR Borrowing, as applicable, and any Borrowing Request that requests a Term SOFR Borrowing or Daily Simply SOFR Borrowing shall instead be deemed to be a request or a Borrowing Request, as applicable, for (x) in the case of a request for a Term SOFR Borrowing, a Daily Simple SOFR Borrowing so long as Daily Simple SOFR is not also the subject of Section 2.14(c)2.07(a)(i) or 2.07(a)(ii) on such day or (y) an ABR Borrowing if Daily Simple SOFR is also the subject of Section 2.07(a)(i) or 2.07(a)(ii) on such day, (B) if any Term SOFR Loan or Daily Simple SOFR Loan is outstanding on the day of the Borrower’s receipt of such notice from the Agent with respect to the relevant rate applicable to such Loan, then (1) such Term SOFR Loan shall on the last day of the Interest Period applicable thereto convert to, and shall constitute, (x) a Daily Simple SOFR Loan so long as Daily Simple SOFR is not also the subject of Section 2.07(a)(i) or 2.07(a)(ii) on such day or (y) an ABR Loan if Daily Simple SOFR is also the subject of Section 2.07(a)(i) or 2.07(a)(ii) on such day, and (2) such Daily Simple SOFR Loan shall on such day convert to, and shall constitute, an ABR Loan.

Unascertainable; Increased Costs. If, on or prior to If the first day of an Interest Period (or, in the case of clause (iii), prior to advancing any Swingline Loan): (i) the Administrative Agent Lender 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), orthat: (iii) 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 Rate cannot be determined pursuant to the definition thereof or and (B) such inability to determine the Required Lenders determine that for Term SOFR Rate is temporary and not permanent; or (ii) prior to the commencement of any reason in connection with any request Interest Period for a Swingline Loan that Daily Simple Term SOFR with respect to a Swingline Loan Request does Borrowing, the Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders the Lender of funding, establishing making or maintaining the Term Loan included in the Borrowing for such Swingline Loan during the applicable Interest Period, then the Administrative Agent Lender shall have give notice thereof (which may be by telephone) to the rights specified Borrower as promptly as practicable thereafter and, until the Lender notifies the Borrower that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark, (A) any request for the Conversion of any Borrowing to, or continuation of any Borrowing as, a Term SOFR Borrowing, and any Borrowing Request that requests a Term SOFR Borrowing shall instead be deemed to be a request or a Borrowing Request, as applicable, for in Section 2.14(c)the case of a request for a Term SOFR Borrowing, an ABR Borrowing and (B) if any Term SOFR Loan is outstanding on the day of the Borrower’s receipt of such notice from the Lender with respect to the relevant rate applicable to such Term Loan, then (1) such Term SOFR Loan shall on the last day of the Interest Period applicable thereto Convert to, and shall constitute, an ABR Loan.

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):Period: (ia) the If any Lenderthe Administrative Agent shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) (x) that on any day, by reason of circumstances affecting any applicable offshore the interbank market Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the applicable Agreed Currencyrelevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the “Applicable Reference Rate” cost to such Lender (whether as conclusively determined by such Lender) of maintaining any Portion of Capital during such Interest Period or day, as applicable, such Lender shall promptly give telephonic notice of such determination, confirmed in Dollars writing, to the Administrative Agent and the Borrower on such day. Upon delivery of such notice: (i) no Portion of Capital with respect to such Lender shall be funded thereafter at Adjusted LIBOR or a Foreign CurrencyLMIR unless and until such Lender shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital with respect to such Lender then funded at Adjusted LIBOR or LMIR, such Interest Rate shall automatically and immediately be converted to the Base Rate.that (x) the Adjusted Daily Simple SOFR Rate or the Adjusted Term SOFR Rate 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 the Adjusted Daily Simple SOFR Rate or the Adjusted Term SOFR Rate (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controlsconditions), ; or (iib) the Required Lenders determine that for If on 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 day 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 been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive and binding absent manifest error) that Daily Simple SOFR cannot be determined pursuant to the definition thereof any Change in Law, or the Required Lenders determine that for any reason in connection compliance by such Lender with any request Change in Law, shall make it unlawful or impossible for a Swingline Loan such Lender to fund or maintain any Portion of Capital at or by reference to Adjusted LIBOR or LMIR, such Lender shall notify the Borrower and the Administrative Agent thereof. Upon receipt of such notice, until such Lender notifies the Borrower and the Administrative Agent that Daily Simple SOFR the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital with respect to a Swingline Loan Request does not adequately such Lender shall be funded at or by reference to Adjusted LIBOR or LMIR and fairly reflect (ii) the cost Interest Rate for any outstanding Portion of Capital with respect to such Lenders of funding, establishing Lender then funded at Adjusted LIBOR or maintaining such Swingline Loan during LMIR shall automatically and immediately be converted to the applicable Interest Period, then the Administrative Agent shall have the rights specified in Section 2.14(c)Base Rate.

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):a Tranche Period: (ia) the If any Lenderthe Administrative Agent shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) (x) that on any day, by reason of circumstances affecting any applicable offshore the interbank market Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR, for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Agreed CurrencyAffected Person (as conclusively determined by such Lender) of maintaining any Portion of Capital during such Interest Period or day, as applicable, such Lender shall promptly give telephonic notice of such determination, confirmed in writing, to the “Applicable Reference Borrower on such day. Upon delivery of such notice: (i) no Portion of Capital with respect to such Lender shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Lender shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of Capital then funded at Adjusted LIBOR or LMIR, as applicable, such Interest Rate shall automatically and immediately be converted to the Base Rate.that (x) the SOFR Rate” (whether in Dollars , Daily 1M SOFR or a Foreign Currency) Daily Simple SOFR cannot be determined pursuant to the definition thereof, including, without limitation, because the Applicable Reference Rate for the applicable Agreed Currency it 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 rate (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controlsconditions), or, (ii) the Required Lenders determine Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the SOFR Rate, Daily 1M SOFR or Daily Simple SOFR cannot be determined pursuant to the definition thereof, or (iii) on or prior to the first day of any Tranche Period, any Lender determines that for any reason in connection with any request for a Eurocurrency Borrowing (whether denominated in Dollars or a Foreign Currency) Term Rate Loan 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) Rate Loan Option for any requested Agreed Currency or Interest Tranche Period (if applicable) with respect to a proposed Borrowing Term Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding, establishing or maintaining such Borrowing during the applicable Interest Period, (iii) Loan and, in each case, any Lender has provided notice of such determination to 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 PeriodAgent, then the Administrative Agent shall have the rights specified in Section 2.14(c5.04(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) that (xA) that by reason of circumstances affecting any applicable offshore interbank market for the applicable Agreed CurrencyTerm SOFR Rate or the Daily Simple SOFR, the “Applicable Reference Rate” (whether in Dollars or a Foreign Currency) as applicable, cannot be determined pursuant to the definition thereofthereof and (B) such inability to determine the Term SOFR Rate or the Daily Simple SOFR, includingas applicable, without limitation, because the Applicable Reference Rate for the applicable Agreed Currency is temporary and 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), permanent; or (ii) the Agent is advised by 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 prior to Eurocurrency Borrowings denominated in a Foreign Currency, deposits in such Foreign Currency are not available to the commencement of 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 for a Term SOFR Borrowing, or (B) the applicable Eurocurrency Rate (including the Term SOFR Rate) Rate for any requested Agreed Currency or such Interest Period (if applicable) with respect to a proposed Borrowing does will not adequately and fairly reflect the cost to such Lenders of funding, establishing making or maintaining their Term Loans included in such Borrowing during the applicable for such Interest Period, Period or (iiiB) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that at any time, 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 will not adequately and fairly reflect the cost to such Lenders of funding, establishing making or maintaining their Term Loans included in such Swingline Loan during the applicable Interest PeriodBorrowing, then the Administrative Agent shall have give notice thereof (which may be by telephone) to the rights specified Borrower and the Lenders as promptly as practicable thereafter and, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark, (A) any request for the Conversion of any Borrowing to, or continuation of any Borrowing as, a Term SOFR Borrowing or Daily Simple SOFR Borrowing, as applicable, and any Borrowing Request that requests a Term SOFR Borrowing or Daily Simply SOFR Borrowing shall instead be deemed to be a request or a Borrowing Request, as applicable, for (x) in the case of a request for a Term SOFR Borrowing, a Daily Simple SOFR Borrowing so long as Daily Simple SOFR is not also the subject of Section 2.14(c)2.07(a)(i) or 2.07(a)(ii) on such day or (y) an ABR Borrowing if Daily Simple SOFR is also the subject of Section 2.07(a)(i) or 2.07(a)(ii) on such day, (B) if any Term SOFR Loan or Daily Simple SOFR Loan is outstanding on the day of the Borrower’s receipt of such notice from the Agent with respect to the relevant rate applicable to such Term Loan, then (1) such Term SOFR Loan shall on the last day of the Interest Period applicable thereto Convert to, and shall constitute, (x) a Daily Simple SOFR Loan so long as Daily Simple SOFR is not also the subject of Section 2.07(a)(i) or 2.07(a)(ii) on such day or (y) an ABR Loan if Daily Simple SOFR is also the subject of Section 2.07(a)(i) or 2.07(a)(ii) on such day, and (2) such Daily Simple SOFR Loan shall on such day Convert to, and shall constitute, an ABR Loan.

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):Period: (ia) the If any Lenderthe Administrative Agent shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest error) (x) that on any day, by reason of circumstances affecting any applicable offshore the interbank market Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the applicable Agreed Currencyrelevant Interest Period or day, as applicable, are not available, that (x) Daily 1M SOFR or the “Applicable Reference Rate” (whether in Dollars or a Foreign Currency) Term SOFR Rate 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 Daily 1M SOFR or the Term SOFR Rate (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controlsconditions), ; or (ii) the Required Lenders determine (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accuratelyany Lender determines that for any reason in connection with any request for a Eurocurrency Borrowing (whether denominated in Dollars that Daily 1M SOFR 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) 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 Lender (as conclusively determined by such Lender) of fundingmaintaining any Portion of Capital during such Interest Period or day, establishing or maintaining as applicable, such Borrowing during the applicable Interest Period, (iii) Lender shall promptly give telephonicof funding such Lender’s Loans, and such Lender has provided notice of such determination, confirmed in writing, to the Administrative Agent and the Borrowers on such day. Upon delivery of such notice: (i) no Portion of Capital shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Lender shall have determined (which determination shall be conclusive and binding absent manifest error) that Daily Simple SOFR cannot be determined pursuant given notice to the definition thereof or Administrative Agent and the Required Lenders determine Borrowers that for any reason in connection with any request for a Swingline Loan that Daily Simple SOFR the circumstances giving rise to such determination no longer exist and (ii) with respect to a Swingline Loan Request does not adequately any outstanding Portion of Capital then funded at Adjusted LIBOR or LMIR, such Interest Rate shall automatically and fairly reflect immediately be converted to 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)Base Rate.;