If the Required ​ reasonably determine that # in connection with any EURIBO Rate Loan or Term SOFR Loan, for any reason adequate and reasonable means do not exist for determining the EURIBO Rate or the Adjusted EURIBO Rate or Term SOFR, as applicable, for any requested Interest Period with respect to a proposed EURIBO Rate Loan or Term SOFR Loan (including because the EURIBO Screen Rate or Term SOFR is not available or published on a current basis), # in the case of EURIBO Rate Loans, they are unable to obtain matching deposits in the euro inter-bank market at or about 11:00 a.m. (Brussels, Belgium time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Loans as part of such Borrowing during its Interest Period, # the EURIBO Rate, Adjusted EURIBO Rate or Term SOFR, as applicable, will not adequately reflect the cost to such Required ​ of making, funding or maintaining their respective EURIBO Rate Loans or Term SOFR Loans, as applicable, for such Interest Period or # in connection with any RFR Loan, adequate and reasonable means do not exist for determining Daily Simple RFR, the Administrative Agent will promptly so notify ESI and each ​. Thereafter, the obligation of the ​ to make or maintain EURIBO Rate Loans, Term SOFR Loans or RFR Loans shall be suspended until the Administrative Agent (upon the instruction of the Required ​) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for # a Borrowing of, conversion to or continuation of EURIBO Rate Loans or Term SOFR Loans or # a Borrowing of, RFR Loans, as the case may be, or, failing that, will # in the case of EURIBO Rate Loans or Term SOFR Loans, be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in Dollars in the amount specified therein (or, in the case of any applicable Loan in an Alternative Currency other than Pounds Sterling or Yen, in an amount equal to the Dollar Equivalent thereof) and # in the case of RFR Loans, be deemed to have requested a Loan in Pounds Sterling or Yen, as applicable, that bears interest at the applicable Central Bank Rate plus the Applicable Rate applicable to such RFR Loans; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for Pounds Sterling or Yen, as applicable, cannot be determined, then the Borrower shall be deemed to have converted any such request into a request for a Borrowing of Base Rate Loans in Dollars (in an amount equal to the Dollar Equivalent of the amount in question).

If in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, # the Administrative Agent determines that # deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (B) (1) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan and # the circumstances described in Section 3.03(c)(i) do not apply or # a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) (in each case with respect to this clause (i), “Impacted Loans”), or # the Administrative Agent or the Required Lenders determine that for any reason Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, # the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and # in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in [clause (ii) of this Section 3.03(a)], until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Dollars in the amount specified therein.

Inability to Determine Rates. If in connection with any request for an Alternative Currency Loan or a continuation of any of such Loans, as applicable, # the Lender determines (which determination shall be conclusive absent manifest error) that # no Successor Rate for the Relevant Rate for the applicable currency has been determined in accordance with [Section 2(h)(ii)] and the circumstances under [clause (x) of Section 2(h)(ii)] or the Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), or # adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Alternative Currency Loan, or # the Lender determines that for any reason that the Relevant Rate with respect to a proposed Loan denominated in an a currency for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to the Lender of funding such Loan, the Lender will promptly so notify the Borrower. Thereafter, the obligation of the Lender to make or maintain Loans in the affected currencies, as applicable, shall be suspended in each case to the extent of the affected Alternative Currency Loans or Interest Period or determination date(s), as applicable, in each case until the Lender revokes such notice.

Inability to Determine Rates. Subject to Section 3.06, if, on or prior to the first day of any Interest Period for any SOFR Loans, CDOR Loans, and Eurocurrency Rate Loans, or prior to the extension of any Daily Simple SONIA Loan:

If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation of any of such Loans, as applicable, # the Administrative Agent determines (which determination shall be conclusive absent manifest error) that # no Successor Rate has been determined in accordance with [Section 2.06(c)(ii)], and the circumstances under [clause (i) of Section 2.06(c)(ii)] or the Scheduled Unavailability Date has occurred, or # adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or # the Administrative Agent or the Required ​ determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such ​ of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.

Interest Rates. Subject to clause (b) of this Section and [Sections 2.15 and 2.16]6], each Loan shall bear interest at a rate per annum equal to the LIBOR Rate for the Interest Period therefor plus 1.5%.

Interest Rates. Except as provided in Section 2.6(c), all Obligations (except for the face amount of any issued and undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest as follows:

Royalty Rates. In partial consideration of the license rights granted by UroGen to Allergan hereunder and subject to the terms and conditions set forth in this Agreement, Allergan shall pay to UroGen a royalty, subject to the terms of this Agreement (including Section 6.3.2), on Net Sales to Third Parties (including Distributors) of each Licensed Product in a country in the Territory during each Calendar Year of the applicable Royalty Term at the following rates:

1.03Inability to Determine Rates.

Section #3Inability to Determine Rates

Section #3Inability to Determine Rates. Subject to Section 2.11, if, on or prior to the first day of any Interest Period for any Borrowing of Term SOFR Portions:

SECTION #Exchange Rate. The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Equivalent of the LC Disbursements denominated in a currency other than Dollars. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between such currency and Dollars until the next Revaluation Date to occur.

Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

Inability to Obtain Authority. The inability of the [[Plan Administrator:Organization]] to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the [[Plan Administrator:Organization]]'s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the [[Plan Administrator:Organization]] of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

“Conforming Changes” means, with respect to Term SOFR or any Benchmark Replacement, any technical, administrative or operational changes (including (a) changes to the definition of “Business Day”, “Reference Time” or other definitions, (b) the addition of concepts such as “interest period”, (c) changes to timing and/or frequency of determining rates, making interest payments, giving borrowing requests, prepayment, conversion or continuation notices, or length of lookback periods, (d) the applicability of [Section 2.8] (Taxes; Capital Adequacy; Increased Costs; Inability to Determine Rates; Illegality) and (e) other technical, administrative or operational matters) that Agent decides may be appropriate to reflect the adoption and implementation of Term SOFR or such Benchmark Replacement and to permit the administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible or determines that no such market practice exists, in such other manner as Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Financing Documents).