Common use of Increased Costs; Inability to Determine Rates Clause in Contracts

Increased Costs; Inability to Determine Rates. (a) Notwithstanding any other provision herein, if any Change in Law (i) shall impose, modify or deem applicable any reserve, special deposit, or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted Term SOFR Rate), or (ii) shall impose on such Lender any other condition affecting this Agreement or any Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered in accordance with Section 2.12(c). This Section 2.12(a) shall not apply to matters covered by Section 2.18. (b) If any Lender determines that any Change in Law regarding capital adequacy or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered in accordance with Section 2.12(c). (c) A certificate of a Lender setting forth (i) the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and (ii) that it is such Lender’s customary practice, from and after the date of such certificate, to charge its borrowers for such increased costs incurred by such Lender shall be delivered to the Borrower and shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 5 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (e) Promptly after any Lender becomes aware of any circumstances that will, in its reasonable judgment, result in a request for compensation pursuant to this Section 2.12, such Lender shall notify the Borrower thereof; provided that any failure of such Lender to so notify the Borrower shall not constitute a waiver of such Lender’s right to demand compensation as provided in this Section 2.12. (f) Subject to Section 2.09, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Adjusted Term SOFR Rate” 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 SOFR Loan or a conversion thereto or a continuation thereof that the “Adjusted Term SOFR Rate” for any requested Interest Period with respect to a proposed SOFR Loan 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 Agent, 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 SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Agent (with respect to clause (ii), at 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 SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.14. Subject to Section 2.09, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Adjusted Term SOFR Rate” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Agent revokes such determination.

Increased Costs; Inability to Determine Rates. (a) Notwithstanding any other provision herein, if If any Change in Law shall: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by such or participated in by, any Lender (except any such reserve requirement which is reflected in the Adjusted Term SOFR Rate), ) or any Issuing Bank; (ii) shall impose on such Lender any Lender, any Issuing Bank or the applicable offshore interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or SOFR Loans or any Loan made by such LenderLetter of Credit or participations therein; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender or Issuing Bank of making making, converting to, continuing or maintaining any SOFR Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs or expenses incurred or reduction suffered in accordance with Section 2.12(c). This Section 2.12(a) shall not apply to matters covered by Section 2.18suffered. (b) If any Lender or Issuing Bank determines in good faith that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital adequacy or liquidity requirements has had or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Lender Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could would have achieved but for such Change in Law (taking into consideration such LenderXxxxxx’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and or liquidity), then from time to time the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered in accordance with Section 2.12(c)suffered. (c) A certificate of a Lender or Issuing Bank setting forth (i) in reasonable detail the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and (ii) that it is the manner in which such Lender’s customary practiceamount or amounts have been determined, from and after the date of such certificate, to charge its borrowers for such increased costs incurred by such Lender shall be delivered to the Borrower and shall be conclusive and binding absent manifest error. The Borrower shall pay to such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 5 10 days after receipt thereof. (d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs costs, expenses or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law or other circumstance giving rise to such increased costs costs, expenses or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law or other circumstance giving rise to such increased costs costs, expenses or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (e) Promptly after Notwithstanding any other provision of this Section, no Lender becomes aware of shall demand compensation for any circumstances that will, in its reasonable judgment, result in a request for compensation increased or other cost or reduction pursuant to this Section 2.12, such Lender if it shall notify not at the Borrower thereof; provided that any failure time be the general policy or practice of such Lender to so notify the Borrower shall not constitute a waiver demand such compensation in similar circumstances under comparable provisions of such Lender’s right to demand compensation as provided in this Section 2.12other credit agreements. (f) Subject to Section 2.092.14, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Adjusted Term SOFR Rate” 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 SOFR Loan or a conversion thereto or a continuation thereof that the “Adjusted Term SOFR Rate” for any requested Interest Period with respect to a proposed SOFR Loan 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, 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 SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at 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 SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.142.16. Subject to Section 2.092.14, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Adjusted Term SOFR Rate” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Increased Costs; Inability to Determine Rates. (a) Notwithstanding any other provision herein2.7.1. If, if by reason of any Change in Law Law: (i) any Recipient shall imposebe subject to Taxes (other than (i) Indemnified Taxes, modify (ii) Taxes described in clauses (b), (c) or deem applicable (d) of the definition of Excluded Taxes, or (iii) Connection Income Taxes) with respect to any reserveLoan, Letter of Credit, Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (ii) any reserve (including any imposed by the Board of Governors), special deposit, deposits or similar requirement against assets of, deposits with or for the account of of, or credit extended by such by, any Lender (except any such reserve requirement which is reflected in the Adjusted Term SOFR Rate), or (ii) Letter of Credit Issuer shall impose on such Lender be imposed or deemed applicable or any other condition affecting this Agreement its LIBOR Loans, Letters of Credit, Loan Documents or its obligation to make LIBOR Loans, participate in Letter of Credit obligations or extend any Loan made by such Lender, and the result of any of the foregoing other credit hereunder shall be to imposed on such Lender or Letter of Credit Issuer or the London interbank market; and as a result thereof there shall be any increase in the cost to such Lender of making agreeing to make or making, funding or maintaining LIBOR Loans (except to the extent already included in the determination of the applicable LIBOR Rate for LIBOR Loans), or to increase the costs to such Lender or Letter of Credit Issuer of participating in, issuing or maintaining any Loan Letter of Credit, or to reduce there shall be a reduction in the amount of any sum received or receivable by such Lender hereunder (whether or Letter of principal, interest or otherwise)Credit Issuer, then the Borrower will pay to such Lender or Letter of Credit Issuer shall, promptly after determining the existence or amount of any such increased costs for which such Lender or Letter of Credit Issuer seeks payment hereunder, give any Borrower a certificate as to amount of such increased cost thereof (with a copy to Agent) and, provided that any such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered in accordance with Section 2.12(c). This Section 2.12(a) shall not apply be applicable to matters covered by Section 2.18. (b) If any Lender determines that any Change in Law regarding capital adequacy or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments all customers of such Lender or Letter of Credit Issuer under loan facilities of the Loans made by such Lender type provided for under this Agreement, Borrowers shall pay to a level below that which Agent for the account of such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies Letter of such Lender’s holding company with respect to capital adequacy and liquidity)Credit Issuer, then from time to time the Borrower will pay to such Lender such an additional amount or amounts as will compensate sufficient to indemnify such Lender or Letter of Credit Issuer against such Lender’s holding company for any increased costs within ten (10) days after the receipt of such reduction suffered in accordance with Section 2.12(c)certificate; provided, however, Borrowers shall pay such amount on the date of the receipt of such certificate upon and during the continuance of an Event of Default hereunder. (c) A certificate 2.7.2. Agent will promptly notify SRC and Lenders if, in connection with a Borrowing of, conversion to or continuation of a Lender setting forth LIBOR Loan, (a) Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable Loan amount or amounts necessary to compensate such Lender Interest Period, or its holding company, as (ii) adequate and reasonable means do not exist for determining LIBOR for the case may be, as specified in paragraph (a) applicable Interest Period; or (b) of this Section and (ii) that it is such Lender’s customary practice, from and after the date of such certificate, to charge its borrowers for such increased costs incurred by such Lender shall be delivered to the Borrower and shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 5 days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (e) Promptly after any Lender becomes aware of any circumstances that will, in its reasonable judgment, result in a request for compensation pursuant to this Section 2.12, such Lender shall notify the Borrower thereof; provided that any failure of such Lender to so notify the Borrower shall not constitute a waiver of such Lender’s right to demand compensation as provided in this Section 2.12. (f) Subject to Section 2.09, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Adjusted Term SOFR Rate” cannot be determined pursuant to the definition thereof, or (ii) the Required Lenders determine that for any reason in connection with any request that LIBOR for a SOFR Loan or a conversion thereto or a continuation thereof that the “Adjusted Term SOFR Rate” for any requested applicable Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such the Loan, and the Required Lenders have provided notice of such determination to the Agent. Thereafter, 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 SOFR Loans, and any right of the Borrower to continue SOFR or maintain LIBOR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans LIBOR Loan or affected Interest Periods) Period until the Agent (with respect to clause (ii), at the upon instruction of the by Required Lenders) revokes such the notice. Upon receipt of such notice, (i) the Borrower SRC may revoke any pending request for a borrowing ofBorrowing, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) a LIBOR Loan or, failing that, the Borrower will be deemed to have converted any such request into submitted a request for a Borrowing Base Rate Loan. For purposes of this Section 2.7, all references to a Lender or conversion to ABR Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will Letter of Credit Issuer shall be deemed to have been converted into ABR Loans at the end include any bank holding company or bank parent of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.14. Subject to Section 2.09, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Adjusted Term SOFR Rate” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Agent without reference to clause (c) Lender or Letter of the definition of “Alternate Base Rate” until the Agent revokes such determinationCredit Issuer.

Increased Costs; Inability to Determine Rates. (a) Notwithstanding any other provision herein, if If any Change in Law shall: (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of of, or credit extended by such or participated in by, any Lender (except or any such reserve requirement which is reflected in the Adjusted Term SOFR Rate), or Issuing Bank; (ii) shall impose on such Lender any Lender, any Issuing Bank or the relevant interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or SOFR Loans, EURIBOR Loans or SXXXX Loans or any Loan made by such LenderLetter of Credit or participations therein; or (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender of making making, converting to, continuing or maintaining any SOFR Loan, EURIBOR Loan or SXXXX Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs or expenses incurred or reduction suffered in accordance with Section 2.12(c). This Section 2.12(a) shall not apply to matters covered by Section 2.18suffered. (b) If any Lender or Issuing Bank determines in good faith that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital adequacy or liquidity requirements has had or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Lender Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could would have achieved but for such Change in Law (taking into consideration such LenderLxxxxx’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and or liquidity), then from time to time the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered in accordance with Section 2.12(c)suffered. (c) A certificate of a Lender or Issuing Bank setting forth (i) in reasonable detail the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and (ii) that it is the manner in which such Lender’s customary practiceamount or amounts have been determined, from and after the date of such certificate, to charge its borrowers for such increased costs incurred by such Lender shall be delivered to the Borrower and shall be conclusive and binding absent manifest error. The Borrower shall pay to such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 5 10 days after receipt thereof. (d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs costs, expenses or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law or other circumstance giving rise to such increased costs costs, expenses or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law or other circumstance giving rise to such increased costs costs, expenses or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (e) Promptly after Notwithstanding any other provision of this Section, no Lender becomes aware of shall demand compensation for any circumstances that will, in its reasonable judgment, result in a request for compensation increased or other cost or reduction pursuant to this Section 2.12, such Lender if it shall notify not at the Borrower thereof; provided that any failure time be the general policy or practice of such Lender to so notify the Borrower shall not constitute a waiver demand such compensation in similar circumstances under comparable provisions of such Lender’s right to demand compensation as provided in this Section 2.12other credit agreements. (f) Subject to Section 2.092.13, if, : (i) (A) on or prior to the first day of any Interest Period for any SOFR Loan: (i) Borrowing or EURIBOR Borrowing, the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Adjusted Term SOFR Rate” or “EURIBOR Rate” cannot be determined pursuant to the definition thereof or (B) at any time, for a SXXXX Borrowing, the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Daily Simple SXXXX” cannot be determined pursuant to the definition thereof, or (ii) (A) on or prior to the first day of any Interest Period for any SOFR Borrowing or EURIBOR Borrowing, the Required Lenders determine that that, for any reason in connection with any request for a SOFR Loan Borrowing or EURIBOR Borrowing or a conversion thereto or a continuation thereof that thereof, the “Adjusted Term SOFR Rate” or “EURIBOR Rate” for any requested Interest Period with respect to a proposed SOFR Loan Borrowing or EURIBOR Borrowing does not adequately and fairly reflect the cost to such Lenders of funding or maintaining the Loans included in such LoanBorrowing or (B) at any time, for a SXXXX Borrowing, the Required Lenders determine that, for any reason, the “Daily Simple SXXXX” does not adequately and fairly reflect the cost to such Lenders of funding or maintaining the Loans included in such Borrowing, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, EURIBOR Loans or SXXXX Loans, as applicable, and any right of the Borrower to continue SOFR Loans or EURIBOR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans, EURIBOR Loans or SXXXX Loans, as applicable, or affected Interest Periods) until the Administrative Agent (with respect to clause (ii)) above, at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (ix) in the case of any SOFR Loans, (1) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR such Loans (to the extent of the affected SOFR Loans or affected Interest Periods, as applicable) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Loans in the amount specified therein and (ii2) if not prepaid, any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest PeriodPeriod therefor and (y) in the case of any EURIBOR Loans or SXXXX Loans, (1) the Borrower shall be deemed to have revoked any pending request for a borrowing or continuation of such Loans (to the extent of the affected Loans or affected Interest Periods, as applicable) and (2) any outstanding affected EURIBOR Loans or SXXXX Loans shall immediately or, in the case of EURIBOR Loans, at the end of the applicable Interest Period therefor, at the option of the Borrower, either (I) be prepaid in full or (II) be converted into ABR Loans in an amount equal to the US Dollar Equivalent of such EURIBOR Loans or SXXXX Loans, as applicable, at such time. Upon any such conversionconversion or prepayment, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.14converted or prepaid. Subject to Section 2.092.13, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Adjusted Term SOFR Rate” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.