Common use of Inability to Determine Rates; Illegality Clause in Contracts

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. (a) Subject to Section 5.52.19, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined in accordance with the terms of this Agreement or “Term SOFR Benchmark” 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 Benchmark Loans or to convert Base Rate Loans to Term SOFR Benchmark Loans shall be suspended (to the extent of the affected Term SOFR Benchmark Loans or, in the case of a Term SOFR Benchmark 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 Benchmark Loans (to the extent of the affected Term SOFR Benchmark Loans or, in the case of a Term SOFR Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term SOFR Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term SOFR Benchmark 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 5.42.15. If the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined in accordance with the terms of this Agreement or “Term SOFR Benchmark” 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. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall forthwith be canceled and (b) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.19. . (a) Subject to Section 5.52.15, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined in accordance with the terms of this Agreement or “Term SOFR Benchmark” cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative 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 Benchmark Borrowing, the affected Interest Periods) until the Administrative 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 Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term SOFR Benchmark 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 5.42.19. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined in accordance with the terms of this Agreement or “Term SOFR Benchmark” 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.be

Inability to Determine Rates; Illegality. (a1) Subject to Section 5.52.15, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR Benchmark” cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or continue Term SOFR Loans Benchmark Advances or to convert Base Rate Loans ABR Advances to Term SOFR Loans Xxxx Xxxxxxxxx Advances shall be suspended (to the extent of the affected Term SOFR Loans Benchmark Advances or, in the case of a Term SOFR Benchmark Borrowing, the affected Interest Periods) until the Administrative 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 Benchmark Advances (to the extent of the affected Term SOFR Loans Benchmark Advances or, in the case of a Term SOFR Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term SOFR Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term SOFR Loans Benchmark Advances denominated in U.S. Dollars will be deemed to have been converted into Base Rate LoansABR Advances. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to Section 5.48.01. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR Benchmark” 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 ABR Advances shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base ABR Rate” until the Administrative Agent revokes such determination.. - 69 - 1808964.02A-NYCSR03A - MSWLEGAL_1:80104430.16 (2) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Advances whose interest is determined by reference to any Term Benchmark, or to determine or charge interest rates based upon any Term Benchmark, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or continue Term Benchmark Advances or to convert ABR Advances to Xxxx Xxxxxxxxx Advances shall be suspended, and (b) the interest rate on which ABR Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate”, in each case until such Xxxxxx notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term Benchmark Advances of such Lender to ABR Advances (the interest rate on which ABR Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate”), on the interest payment date therefor, if such Lender may lawfully continue to maintain such Term Benchmark Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such Term Benchmark Advances and (ii) if necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the ABR Rate applicable to such Lender without reference to clause (c) of the definition of “ABR Rate” until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon any Term Benchmark. ARTICLE 3

Inability to Determine Rates; Illegality. 59 CHAR1\1945194v5 (a) Subject to Section 5.52.15, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined in accordance with the terms of this Agreement or “Term SOFR Benchmark” cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative 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 Benchmark Borrowing, the affected Interest Periods) until the Administrative 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 Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term SOFR Benchmark 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 5.42.19. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined in accordance with the terms of this Agreement or “Term SOFR Benchmark” 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 Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.. (b) If any Lender determines that the adoption of or any change in any Requirement of Law or in the interpretation or application thereof has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to any Term Benchmark or Daily Simple SOFR, or to determine or charge interest rates based upon any Term Benchmark or Daily Simple SOFR, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended, and (b) the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”, in each case until such Xxxxxx notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”), on the Interest Payment Date therefor, if such Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans and (ii) if necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon Daily

Inability to Determine Rates; Illegality. (a1) Subject to Section 5.52.14, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR Benchmark” cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or continue Term SOFR Loans Benchmark Advances or to convert Base Rate Loans ABR Advances to Term SOFR Loans Xxxx Xxxxxxxxx Advances shall be suspended (to the extent of the affected Term SOFR Loans Benchmark Advances or, in the case of a Term SOFR Benchmark Borrowing, the affected Interest Periods) until the Administrative 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 Benchmark Advances (to the extent of the affected Term SOFR Loans Benchmark Advances or, in the case of a Term SOFR Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term SOFR Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term SOFR Loans Benchmark Advances denominated in U.S. Dollars will be deemed to have been converted into Base Rate LoansABR Advances. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to Section 5.48.01. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR Benchmark” 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 ABR Advances shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base ABR Rate” until the Administrative Agent revokes such determination.. (2) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Advances whose interest is determined by reference to any Term Benchmark, or to determine or charge interest rates based upon any Term Benchmark, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or continue Xxxx Xxxxxxxxx Advances or to convert ABR Advances to Xxxx Xxxxxxxxx Advances shall be suspended, and (b) the interest rate on which ABR Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate”, in each case until such Xxxxxx notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term Benchmark Advances of such Lender to ABR Advances (the interest rate on which ABR Advances of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR Rate”), on the interest payment date therefor, if such Lender may lawfully continue to maintain such Term Benchmark Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such Term Benchmark Advances and (ii) if necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the ABR Rate applicable to such Lender without reference to clause (c) of the definition of “ABR Rate” until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon any Term Benchmark. - 62 - LEGAL_1:80104424.8 ARTICLE 3

Inability to Determine Rates; Illegality. (a1) Subject to Section 5.52.15, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR Benchmark” cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or continue Term SOFR Loans Benchmark Advances or to convert Base Rate Loans ABR Advances to Term SOFR Loans Xxxx Xxxxxxxxx Advances shall be suspended (to the extent of the affected Term SOFR Loans Benchmark Advances or, in the case of a Term SOFR Benchmark Borrowing, the affected Interest Periods) until the Administrative 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 Benchmark Advances (to the extent of the affected Term SOFR Loans Benchmark Advances or, in the case of a Term SOFR Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term SOFR Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term SOFR Loans Benchmark Advances denominated in U.S. Dollars will be deemed to have been converted into Base Rate LoansABR Advances. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to Section 5.48.01. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR Benchmark” 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 ABR Advances shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base ABR Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates; Illegality. (a1) Subject to Section 5.52.14, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR Benchmark” cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or continue Term SOFR Loans Benchmark Advances or to convert Base Rate Loans Advances to Term SOFR Loans Benchmark Advances shall be suspended (to the extent of the affected Term SOFR Loans Xxxx Xxxxxxxxx Advances or, in the case of a Term SOFR Benchmark Borrowing, the affected Interest Periods) until the Administrative 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 Benchmark Advances (to the extent of the affected Term SOFR Loans Benchmark Advances or, in the case of a Term SOFR Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term SOFR Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term SOFR Loans Benchmark Advances denominated in U.S. Dollars 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 5.48.01. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR Benchmark” 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 Advances shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates; Illegality. (a) Subject to Section 5.52.19, if the Administrative 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 Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or continue Term SOFR Benchmark Loans or to convert Base Rate Loans to Term SOFR Benchmark Loans shall be suspended (to the extent of the affected Term SOFR Benchmark Loans or, in the case of a Term SOFR Benchmark Borrowing, the affected Interest Periods) until the Administrative 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 Benchmark Loans (to the extent of the affected Term SOFR Benchmark Loans or, in the case of a Term SOFR Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term SOFR Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term SOFR Benchmark 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 5.42.15. If the Administrative 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, in each case Agreement on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates; Illegality. (a1) Subject to Section 5.52.14, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR Benchmark” cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or continue Term SOFR Loans Benchmark Advances or to convert Base Rate Loans Advances to Term SOFR Loans Xxxx Xxxxxxxxx Advances shall be suspended (to the extent of the affected Term SOFR Loans Benchmark Advances or, in the case of a Term SOFR Benchmark Borrowing, the affected Interest Periods) until the Administrative 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 Benchmark Advances (to the extent of the affected Term SOFR Loans Benchmark Advances or, in the case of a Term SOFR Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term SOFR Benchmark Borrowing, then such request shall be ineffective and (ii) any outstanding affected Term SOFR Loans Benchmark Advances denominated in U.S. Dollars 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 5.48.01. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR Benchmark” 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 Advances shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates; Illegality. (a) Subject to Section 5.52.12, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR Benchmark” cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or continue Term SOFR Benchmark Loans or to convert Base Rate ABR Loans to Term SOFR Benchmark Loans shall be suspended (to the extent of the affected Term SOFR Benchmark Loans or, in the case of a Term SOFR Benchmark Borrowing, the affected Interest Periods) until the Administrative 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 Benchmark Loans (to the extent of the affected Term SOFR Benchmark Loans or, in the case of a Term SOFR Benchmark Borrowing, the affected Interest Periods) or, failing that, in the case of any request for an affected Term SOFR Benchmark Borrowing, then such request shall be ineffective ineffective, and (ii) any outstanding affected Term Benchmark Loans denominated in U.S. Dollars will be converted into, at the Borrower’s option, either (x) ABR Loans or (y) to the extent available, Loans bearing interest at Daily Simple SOFR (it being understood and agreed that the Applicable SOFR Adjustment shall apply in connection with such use of Daily Simple SOFR). Absent any such election by Xxxxxxxx, the affected Term Benchmark Loans will be deemed to have been converted into Base Rate ABR Loans. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to Section 5.42.11. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR 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 ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base RateABR” until the Administrative Agent revokes such determination.

Inability to Determine Rates; Illegality. (a) Subject to Section 5.52.13, if if: the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR (A) by reason of circumstances affecting the London or other applicable offshore interbank market for the applicable Currency, the applicable Interest Rate cannot be determined in accordance with the terms of this Agreement on or prior pursuant to the first day definition thereof, including because the screen rate for the applicable Currency is not available or published on a current basis or (B) a fundamental change has occurred in the foreign exchange or interbank markets with respect to any Agreed Foreign Currency (including changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), or the Required Lenders determine that for any reason in connection with any request for a Loan or a conversion thereto or a continuation thereof that (A) deposits in the applicable Currency are not being offered to banks in the London or other applicable offshore interbank market for the applicable Currency, amount and Interest Period of such Loan, or (B) the Interest Rate for any requested Currency or Interest PeriodPeriod with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and, in each case, the Required Lenders have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Borrower and each Lender, as applicable. Upon notice thereof by Thereafter, the Agent to the Borrower, any obligation of the Lenders to make or continue Term SOFR maintain Loans or to convert Base Rate Loans to Term SOFR Loans in each such Currency shall be suspended (to the extent of the affected Term SOFR Loans or, in the case of a Term SOFR Borrowing, the affected or Interest Periods) until the Administrative Agent (upon the instruction of the Required Lenders) 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 in each such affected Currency (to the extent of the affected Term SOFR Loans or, in the case of a Term SOFR Borrowing, the affected or Interest Periods) or, failing that, in the case of any request for an affected Term SOFR Borrowing, (A) then such request shall be ineffective and (iiB) any outstanding affected Term SOFR Loans, at the Borrower’s election, shall either (1) be converted into ABR Loans will denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed Foreign Currency) at the end of the Interest Period, if applicable or (2) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Loan, the Borrower shall be deemed to have been converted into Base Rate Loanselected clause (1) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with 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 determination2.15.