Illegality. 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 Loans whose interest is determined by reference to the Eurodollar RateSOFR or Term SOFR, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank marketSOFR or Term SOFR, then, onupon notice thereof by such Lender to the Partnership (through the Administrative Agent), (ia) any obligation of such Lenderthe Lenders to make or maintain SOFR Loans, and any right of the Borrowers to continue Eurodollar RateSOFR Loans or to convert Base RateABR Loans to Eurodollar RateSOFR Loans, shall be suspended, and (iib) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which isABR Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, clause (c) of the definition of “Alternate Base Rate”, in each case until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, # the Borrowers shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Loans to ABR Loans (the interest rate on which Base RateABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Partnership that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, # the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate 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 the Eurodollar Rate component of the Base Rate), eitherclause # of the definition of “Alternate Base Rate”), on the last day of the Interest Period therefor, if such Lenderall affected Lenders may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if suchany Lender may not lawfully continue to maintain such Eurodollar Rate Loans to such day, and (yii) if such notice asserts thenecessary to avoid such illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereofclause # of the definition of “Alternate Base Rate” in each case until the Administrative Agent is advised in writing by sucheach affected Lender that it is no longer illegal for 885707.04-LACSR02A - MSW

Illegality. 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 Loans whose interest is determined by reference to the EurodollarSOFR, Term SOFR or the SOFR Daily Floating Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank marketSOFR, Term SOFR or the SOFR Daily Floating Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, # any obligation of such Lender to make or continue EurodollarTerm SOFR Loans or SOFR Daily Floating Rate Loans, or to convert Base Rate Loans to Eurodollar RateTerm SOFR Loans, shall be suspended, and # if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar RateTerm SOFR component of the Base Rate, 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 the Eurodollar RateTerm SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (xA) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), # in the case of Term SOFR Loans, prepay or, if applicable, convert all Eurodollar RateTerm 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 the Eurodollar RateTerm SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar RateTerm SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar RateTerm SOFR Loans and (y2) in the case of SOFR Daily Floating Rate Loans, prepay such SOFR Daily Floating Rate Loans immediately, and # if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar RateTerm SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar RateTerm SOFR component thereof 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 the Eurodollar RateTerm SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Illegality. 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 Lending Office to make, maintain or fund Loans whose interest is determined by reference to any rate hereunder, or to determine or charge interest rates based upon any rate hereunder, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent or Multicurrency Administrative Agent, as applicable), # any obligation of the Lenders to make or maintain SOFR Loans, CDOR Loans, Daily Simple SONIA Loans, and Eurocurrency Rate Loans, and any right of the Borrower to continue SOFR Loans, CDOR Loans, Daily Simple SONIA Loans, and Eurocurrency Rate Loans, or to convert ABR Loans to SOFR Loans, CDOR Loans, Daily Simple SONIA Loans, and Eurocurrency Rate Loans, shall be suspended, and # the interest rate on which ABR Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, # the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Loans, CDOR Loans, Daily Simple SONIA Loans, and Eurocurrency Rate Loans to ABR Loans (the interest rate on which ABR 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 “Alternate Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such Loans to such day, and # if necessary to avoid such illegality, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” in each case until the Administrative Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR or Term SOFR. 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 hereunder.

SECTION # Illegality. If any ​ reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any ​ or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurocurrency Rate or SOFR, or to determine or charge interest rates based upon the Eurocurrency Rate or SOFR, or, in the case of the Eurocurrency Rate, any Governmental Authority has imposed material restrictions on the authority of such ​ to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the London interbank market, then, on notice thereof by such ​ to the ​ through the Administrative ​, # any obligation of such ​ to make or continue Eurocurrency Rate Loans or SOFR Loans, as applicable, or to convert Base Rate Loans to Eurocurrency Rate Loans or SOFR Loans, as applicable, shall be suspended, and # if such notice asserts the illegality of such ​ making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Adjusted Eurocurrency Rate or Adjusted Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such ​ shall, if necessary to avoid such illegality, be determined by the Administrative ​ without reference to the Adjusted Eurocurrency Rate or Adjusted Term SOFR, as applicable, component of the Base Rate, in each case until such ​ notifies the Administrative ​ and the ​ that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, # with respect to Borrowings denominated in Dollars, the ​ may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or SOFR Loans, as applicable, and shall, upon demand from such ​ (with a copy to the Administrative ​), prepay or, if applicable, convert all Eurocurrency Rate Loans or SOFR Loans, as applicable, of such ​ to Base Rate Loans (the interest rate on which Base Rate Loans of such ​ shall, if necessary to avoid such illegality, be determined by the Administrative ​ without reference to the Adjusted Eurocurrency Rate or Adjusted Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such ​ may lawfully continue to maintain such Eurocurrency Rate Loans or SOFR Loans, as applicable, to such day, or immediately, if such ​ may not lawfully continue to maintain such Eurocurrency Rate Loans or SOFR Loans, as applicable, # with respect to Borrowings denominated in an Alternative Currency, the ​ may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans and shall, upon demand from such ​ (with a copy to the Administrative ​), prepay or, if applicable, convert all Eurocurrency Rate Loans of such ​ to a Loan bearing interest at an alternative rate mutually acceptable to the ​ and the applicable Lenders, either on the last day of the Interest Period therefor, if such ​ may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such ​ may not lawfully continue to maintain such Eurocurrency Rate Loans; provided, however, that if the ​ and the applicable Lenders cannot agree within a reasonable time on an alternative rate for such Loans, the ​ may, at its discretion, either # prepay such Loans or # maintain such Loans outstanding, in which case, the interest rate payable to the applicable ​ on such Loans will be the rate determined by the Administrative ​ as its cost of funds to fund a Borrowing of such Loans with maturities comparable to the Interest Period applicable thereto plus the Applicable Margin or # if such notice asserts the illegality of such ​ determining or charging interest rates based upon the Adjusted Eurocurrency Rate or Adjusted Term SOFR component of the Base Rate with respect to any Base Rate Loans, the Administrative ​ shall during the period of such suspension compute the Base Rate applicable to such ​ without reference to the Adjusted Eurocurrency Rate or Adjusted Term SOFR, as applicable, component thereof until the Administrative ​ is advised in writing by such ​ that it is no longer illegal for such ​ to determine or charge interest rates based upon the Eurocurrency Rate or SOFR, as applicable. Upon any such prepayment or conversion, the ​ shall also pay accrued interest on the amount so prepaid or converted.

Illegality 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 Loans whose interest is determined by reference to a Relevant Rate, SOFR or Term SOFR, or to determine or charge interest rates based upon a Relevant Rate, SOFR or Term SOFR (including in regards to the Base Rate), or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, upon notice thereof by such Lender to ​ through the Administrative Agent, # any obligation of such Lender to make or maintain Alternative Currency Loans in the affected currency or currencies or, in the case of Loans denominated in Dollars, to make or maintain Term SOFR Loans or convert Base Rate Loans to Term SOFR Loans, shall be suspended, and # if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, 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 the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and ​ that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, # the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay all Term SOFR Loans or Alternative Currency Loans, as applicable, in the affected currency or currencies or, if applicable and such Loans are denominated in Dollars, convert all such 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 the Term SOFR component of the Base Rate), in each case, immediately, or, in the case of Alternative Currency Term Rate Loans, on the last day of the Interest Period therefor if such Lender may lawfully continue to maintain such Alternative Currency Term Rate Loans to such day and # if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR component thereof 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 SOFR. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to [Section 3.05].

Section #02Illegality. If any Lender reasonably determines that any Change in 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 or charge interest with respect to any Credit Extension, or to determine or charge interest rates based upon a Relevant Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell Dollars or any Alternative Currency in the applicable interbank marketSOFR, Term SOFR, or the CDOR Rate, then, on notice thereof by such Lender to [[Released U.K. Borrowers:Organization]] through the applicable Agent, # any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurodollar Rate Loans or Alternative Currency Loans in the affected currency or currenciesTerm SOFR Loans, or to convert Base Rate Loans to Eurodollar RateTerm SOFR Loans, shall be suspended, and # if such notice asserts the illegality of such Lender making or maintaining Domestic Base Rate Loans the interest rate on which is determined by reference to the Eurodollar RateTerm SOFR component of the Domestic Base Rate, the interest rate on which Domestic Base Rate Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar RateTerm SOFR component of the Domestic Base Rate, in each case until such Lender notifies the applicable Agent and [[Released U.K. Borrowers:Organization]] that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, # the Borrowers shall, upon demand from such Lender (with a copy to the applicable Agent), prepay all Alternative Currency Loans, Canadian Swing Line Loans or U.K. Swing Line Loans in the affected currency or currencies, if applicable in the case of Eurodollar RateTerm SOFR Loans to [[Released U.K. Borrowers:Organization]], any U.K. Borrower or any PR Borrower, convert all such Eurodollar RateTerm SOFR Loans of such Lender to Domestic Base Rate Loans (the interest rate on which Domestic Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar RateTerm SOFR component of the Domestic Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar RateTerm SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar RateTerm SOFR Loans, or if applicable in the case of Eurodollar RateTerm SOFR Loans to any Canadian Borrower, convert all such Eurodollar RateTerm SOFR Loans of such Lender to Canadian Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar RateTerm SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar RateTerm SOFR Loans, and # if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar RateTerm SOFR, the Administrative Agent shall during the period of such suspension compute the Domestic Base Rate applicable to such Lender without reference to the Eurodollar RateTerm SOFR component thereof 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 the Eurodollar RateTerm SOFR. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05.

Section # Illegality. 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 Eurocurrency Rate Loans (whether denominated in Dollars or any other Approved Currency) or Term SOFR Loans, or to determine or charge interest rates based upon the Eurocurrency Rate or Term SOFR, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or Term SOFR Loans in the affected currency or currencies, or, in the case of Eurocurrency Rate Loans and Term SOFR Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans or Term SOFR Loans, as applicable, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency Rate Loans or Term SOFR Loans, as applicable, of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans or such Term SOFR Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans or Term SOFR Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under ‎Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. For the avoidance of doubt, invalidity of the Term SOFR determined pursuant to clause (a) thereof without giving effect to clause (a)(ii) thereof shall not affect ability of the Borrower to incur Daily SOFR Loans pursuant to clause (a)(ii) of the definition thereof.

1.02Illegality. 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 Loans whose interest is determined by reference to SOFR, Term SOFR, or Daily Simple SOFR, or to determine or charge interest rates based upon SOFR, Term SOFR or Daily Simple SOFR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to engage in reverse repurchase of U.S. Treasury securities transactions of the type included in the determination of SOFR, then, on notice thereof by such Lender to the [[Consolidated Parties:Organization]] through the Administrative Agent, # any obligation of such Lender to make or continue either Term SOFR Rate Loans or Daily SOFR Rate Loans shall be suspended and # if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, 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 the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the [[Consolidated Parties:Organization]] that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, # the [[Consolidated Parties:Organization]] shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Rate 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 the Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Rate Loans, # the [[Consolidated Parties:Organization]] shall, upon demand from such Lender (with a copy to the Administrative Agent), immediately prepay or, if applicable, convert all Daily SOFR Rate 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 the Term SOFR component of the Base Rate), and # if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to Term SOFR component thereof 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 SOFR. Upon any such prepayment or conversion, the [[Consolidated Parties:Organization]] Parties shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05.

Section # Illegality. 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 to make, maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate or Adjusted Term SOFR, or to determine or charge interest rates based upon the Adjusted LIBO Rate or Adjusted Term SOFR, then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or Adjusted Term SOFR Loans, as applicable, or to convert ABR Loans to Eurocurrency Loans or Adjusted Term SOFR Loans, as applicable, shall be suspended until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, # the Borrowers shall, upon three Business Days’ notice from such Lender (with a copy to the Administrative Agent), in the case of Eurocurrency Loans, or Adjusted Term SOFR Loans, as applicable, prepay or, if applicable, convert all Eurocurrency Loans or Adjusted Term SOFR Loans, as applicable, of such Lender to ABR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans or Adjusted Term SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans or Adjusted Term SOFR Loans, and # if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate or Adjusted Term SOFR, the Administrative Agent shall, during the period of such suspension, compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate or Adjusted Term SOFR component thereof 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 the Adjusted LIBO Rate or Adjusted Term SOFR, as applicable. Each Lender agrees to notify the Administrative Agent and the Borrowers in writing promptly upon becoming aware that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate or Adjusted Term SOFR, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.

Section # Illegality. 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 Eurocurrency Rate Loans (whether denominated in Dollars or any other Approved Currency)Term SOFR Loans, or to determine or charge interest rates based upon the Eurocurrency RateTerm SOFR, then, on notice thereof by such Lender to the Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency RateTerm SOFR Loans in the affected currency or currencies, or, in the case of Eurocurrency RateTerm SOFR Loans denominated in Dollars, to convert Base Rate Loans to Eurocurrency RateTerm SOFR Loans shall be suspended until such Lender notifies the Administrative Agent and the Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice by the Lead Borrower, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all applicable Eurocurrency RateTerm 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 the Term SOFR component of Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency RateTerm SOFR Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency RateTerm SOFR Loans. Upon any such prepayment or conversion of Term SOFR Initial Term Loans, the Borrowers shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. For the avoidance of doubt, invalidity of Term SOFR determined pursuant to clause (a) of the definition thereof without giving effect to clause (a)(ii) thereof shall not affect the ability of the Borrower to incur Daily SOFR Loans pursuant to clause (a)(ii) of the definition thereof.