Inability to Determine Rate Illegality. (i) Subject to the Benchmark Replacement Provisions below, if the Lender determines (any determination of which shall be conclusive and binding on the Borrower) that either (x) Daily Simple SOFR cannot be determined pursuant to the definition thereof other than as a result of a Benchmark Transition Event (an “Inability Determination”) or (y) any law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for the Lender to make or maintain an advance based on SOFR or Daily Simple SOFR, or to determine or charge interest rates based upon SOFR or Daily Simple SOFR (an “Illegality Determination”), then the Lender will so notify the Borrower. The outstanding principal balance of the Loan shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a fluctuating rate per annum determined by the Lender to be equal to the Prime Rate in effect from time to time, from the date of an Inability Determination or an Illegality Determination until the Lender revokes such Inability Determination or notifies the Borrower that the circumstances giving rise to such Illegality Determination no longer exist, as applicable. When interest is determined in relation to the Prime Rate, each change in the rate of interest hereunder shall become effective on the date each Prime Rate change is announced within the Lender. Notwithstanding any of the foregoing to the contrary, if a Benchmark Replacement is subsequently determined in accordance with applicable Benchmark Replacement Provisions, that Benchmark Replacement, plus any applicable margin, will become effective on the Benchmark Replacement Date and will then supersede the Prime Rate and margin determined in accordance with this provision.
Inability to Determine Rate Illegality
