Common use of Advances-General Clause in Contracts

Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, each Bank shall, at any time and from time to time from the Closing Date through the Maturity Date applicable to such Bank, according to its Pro Rata Share of the Commitment, make Advances to the Borrowers under the Commitment in such amounts in Dollars or in the Alternative Currency as the Borrowers may request that do not exceed in the aggregate at any one time outstanding the amount of that Bank’s Pro Rata Share of the Commitment; provided that, giving effect to the Loan of which such Advance is a part, (i) the Total Outstandings shall not exceed the Commitment and (ii) the sum of all Advances then outstanding plus the face amount of all Letters of Credit then outstanding plus the sum of all unreimbursed drawings under Letters of Credit shall not exceed the Commitment. Subject to the limitations set forth herein, the Borrowers may borrow and repay under the Commitment without premium or penalty. (b) Subject to the next sentence, each Loan under this Section 2.1 shall be made pursuant to a Request for Loan which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan and (iv) Interest Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, the Borrowers to the contrary, a Loan may be requested by telephone by a Senior Officer of the applicable Borrower, in which case such Borrower shall promptly confirm such request by transmitting a telecopy or other electronic communication of, or at the Administrative Agent’s request by mailing, a Request for Loan executed by a Senior Officer of such Borrower conforming to the preceding sentence to the Administrative Agent. (c) Promptly following receipt of a Request for Loan (or the receipt of a substitute request permitted under the second sentence of Section 2.1(b)), the Administrative Agent shall notify each Bank by telephone (so long as such notice by telephone is promptly followed by a notice in writing) or telecopier or other electronic communication (the method of notice shall be at the Administrative Agent’s option) of the date and type of the Loan, the applicable Interest Period and the amount of that Bank’s Pro Rata Share of the Loan. Not later than 2:00 p.m., New York time, on the date specified for any Loan subject to the provisions of Sections 2.2 and 2.3, each Bank shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon fulfillment of the applicable conditions set forth in Article 8 and subject to the provisions of Sections 2.2 and 2.3, all Advances shall be credited in immediately available funds to the Designated Deposit Account. (d) Each Loan under the Commitment shall be in a minimum amount of $2,000,000 (or €2,000,000, if the applicable borrowing is in Euros) and multiples of $1,000,000 or €1,000,000, as applicable, in excess of that amount. (e) If so requested by any Bank by written notice to the Company (with a copy to the Administrative Agent) at least two Banking Days prior to the Closing Date or at any time thereafter, each Borrower shall execute and deliver to such Bank (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Bank pursuant to Section 13.9) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Company’s receipt of such notice) a promissory note or promissory notes to evidence such Bank’s Advances under its Pro Rata Share of the Commitment, substantially in the form of Exhibit B. (f) A Request for Loan shall be irrevocable upon the Administrative Agent’s first notification thereof. (g) In connection with the use, administration, adoption or implementation of Adjusted Term SOFR, the Administrative Agent and the Borrower will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Banks of the effectiveness of any Successor Rate Conforming Changes in connection with the use or administration of Adjusted Term SOFR.

Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, each Bank shall, at any time severally and from time to time from the Closing Date through the Maturity Date applicable to such Bank, according to its Pro Rata Share of the Commitmentnot jointly, make Advances to the Borrowers under Borrower during the Commitment Availability Period in such amounts in Dollars or in an amount equal to its ratable share (based on the Alternative Currency as the Borrowers may request that do not exceed in the aggregate at any one time outstanding the amount of that Bank’s Pro Rata Share Banks’ Commitments) of the Commitment; provided thatLoan requested hereunder by the Borrower, giving effect to the Loan of which such Advance is a part, (i) the Total Outstandings amount in any case shall not exceed the such Bank’s Commitment and (ii) the sum of all Advances then outstanding plus the face amount of all Letters of Credit then outstanding plus the sum of all unreimbursed drawings under Letters of Credit shall not exceed the Commitment. Subject immediately prior to the limitations set forth herein, the Borrowers making of such Advance; provided that all Loans made pursuant to this Section 2.1 shall be made on no more than two (2) Funding Dates. Advances borrowed under this Section 2.1(a) and repaid or prepaid may borrow and repay under the Commitment without premium or penaltynot be reborrowed. (b) Subject to the next sentence, each Loan under this Section 2.1 shall be made pursuant to a Request for Loan which shall specify the requested (i) date of such Loan, Loan and (ii) type Type of Loan, (iii) amount of such Loan and (iv) Interest Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, the Borrowers Borrower to the contrary, a Loan may be requested by telephone by a Senior Officer of the applicable Borrower, in which case such the Borrower shall promptly confirm such request by transmitting a telecopy or other electronic communication of, or at the Administrative Agent’s request by mailing, a Request for Loan executed by a Senior Officer of such the Borrower conforming to the preceding sentence to the Administrative Agent. (c) Promptly following receipt of a Request for Loan (or the receipt of a substitute request permitted under the second sentence of Section 2.1(b)), the Administrative Agent shall notify each Bank by telephone (so long as such notice by telephone is promptly followed by a notice in writing) or telecopier or other electronic communication (the method of notice shall be at the Administrative Agent’s option) of the date and type of the Loan, the applicable Interest Period and the amount of that Bank’s Pro Rata Share ratable share (based on the Banks’ Commitments) of the Loan. Not later than 2:00 p.m., New York time, on the date specified for any Loan subject to the provisions of Sections 2.2 and 2.3, each Bank shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon fulfillment of the applicable conditions set forth in Article 8 and subject to the provisions of Sections 2.2 and 2.3, all Advances shall be credited in immediately available funds to the Designated Deposit Account. (d) Each Loan under the Commitment shall be in a minimum amount of $2,000,000 (or €2,000,000, if the applicable borrowing is in Euros) and multiples of $1,000,000 or €1,000,000, as applicable, in excess of that amount. (e) If so requested by any Bank by written notice to the Company (with a copy to the Administrative Agent) at least two Banking Days prior to the Closing Date or at any time thereafter, each Borrower shall execute and deliver to such Bank (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Bank pursuant to Section 13.9) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Company’s receipt of such notice) a promissory note or promissory notes to evidence such Bank’s Advances under its Pro Rata Share of the Commitment, substantially in the form of Exhibit B. (f) A Request for Loan shall be irrevocable upon the Administrative Agent’s first notification thereof. (g) In connection with the use, administration, adoption or implementation of Adjusted Term SOFR, the Administrative Agent and the Borrower will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Banks of the effectiveness of any Successor Rate Conforming Changes in connection with the use or administration of Adjusted Term SOFR.

Advances-General. ‌ (a) Subject to the terms and conditions set forth in this Agreement, each Bank shall, at any time severally and from time to time from the Closing Date through the Maturity Date applicable to such Bank, according to its Pro Rata Share of the Commitmentnot jointly, make Advances to the Borrowers under Borrower during the Commitment Availability Period in such amounts in Dollars or in an amount equal to its ratable share (based on the Alternative Currency as the Borrowers may request that do not exceed in the aggregate at any one time outstanding the amount of that Bank’s Pro Rata Share Banks’ Commitments) of the Commitment; provided thatLoan requested hereunder by the Borrower, giving effect to the Loan of which such Advance is a part, (i) the Total Outstandings amount in any case shall not exceed the such Bank’s Commitment and (ii) the sum of all Advances then outstanding plus the face amount of all Letters of Credit then outstanding plus the sum of all unreimbursed drawings under Letters of Credit shall not exceed the Commitment. Subject immediately prior to the limitations set forth herein, the Borrowers making of such Advance; provided that all Loans made pursuant to this Section 2.1 shall be made on no more than two (2) Funding Dates. Advances borrowed under this Section 2.1(a) and repaid or prepaid may borrow and repay under the Commitment without premium or penalty.not be reborrowed.‌ (b) Subject to the next sentence, each Loan under this Section 2.1 shall be made pursuant to a Request for Loan which shall specify the requested (i) date of such Loan, Loan and (ii) type Type of Loan, (iii) amount of such Loan and (iv) Interest Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, the Borrowers Borrower to the contrary, a Loan may be requested by telephone by a Senior Officer of the applicable Borrower, in which case such the Borrower shall promptly confirm such request by transmitting a telecopy or other electronic communication of, or at the Administrative Agent’s request by mailing, a Request for Loan executed by a Senior Officer of such the Borrower conforming to the preceding sentence to the Administrative Agent.Agent.‌ (c) Promptly following receipt of a Request for Loan (or the receipt of a substitute request permitted under the second sentence of Section 2.1(b)), the Administrative Agent shall notify each Bank by telephone (so long as such notice by telephone is promptly followed by a notice in writing) or telecopier or other electronic communication (the method of notice shall be at the Administrative Agent’s option) of the date and type of the Loan, the applicable Interest Period and the amount of that Bank’s Pro Rata Share ratable share (based on the Banks’ Commitments) of the Loan. Not later than 2:00 p.m., New York time, on the date specified for any Loan subject to the provisions of Sections 2.2 and 2.3, each Bank shall make its Pro Rata Share ratable share (based on the Banks’ Commitments) of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon fulfillment of the applicable conditions set forth in Article 8 and subject to the provisions of Sections 2.2 and 2.3, all Advances shall be credited in immediately available funds to the Designated Deposit Account. (d) Each Loan under the Commitment Commitments shall be in a minimum amount of $2,000,000 (or €2,000,000, if the applicable borrowing is in Euros) and multiples of $1,000,000 or €1,000,000, as applicable, in excess of that amount. (e) If so requested by any Bank by written notice to the Company Borrower (with a copy to the Administrative Agent) at least two Banking Days prior to the Closing Initial Funding Date or at any time thereafter, each the Borrower shall execute and deliver to such Bank (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Bank pursuant to Section 13.911.9) on the Closing Initial Funding Date (or, if such notice is delivered after the Closing Initial Funding Date, promptly after the CompanyBorrower’s receipt of such notice) a promissory note or promissory notes to evidence such Bank’s Advances under its Pro Rata Share of the Commitment, substantially in the form of Exhibit B.B.‌ (f) A Request for Loan shall be irrevocable upon the Administrative Agent’s first notification thereof. (g) In connection with the use, administration, adoption or implementation of Adjusted Term SOFR, the Administrative Agent and the Borrower will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Banks of the effectiveness of any Successor Rate Conforming Changes in connection with the use or administration of Adjusted Term SOFR.

Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, each Bank shallagrees, at any time severally and from time not jointly, to time from the Closing Date through the Maturity Date applicable to such Bankmake, according to its Pro Rata Share of the Commitmentaggregate Commitments, make Advances an Advance in Dollars on the Closing Date plus one additional Advance on any Business Day prior to the Borrowers under termination of the Commitment Availability Period to the Borrower in an aggregate amount not to exceed such amounts in Dollars or in the Alternative Currency as the Borrowers may request that do not exceed in the aggregate at any one time outstanding the amount of that Bank’s Pro Rata Share Commitment. Amounts paid or prepaid in respect of the Commitment; provided that, giving effect to Loans may not be reborrowed. Any amounts of the Loan Commitments that are unused on the last day of which the Availability Period shall be automatically terminated in full on such Advance is a part, (i) the Total Outstandings shall not exceed the Commitment and (ii) the sum of all Advances then outstanding plus the face amount of all Letters of Credit then outstanding plus the sum of all unreimbursed drawings under Letters of Credit shall not exceed the Commitment. Subject to the limitations set forth herein, the Borrowers may borrow and repay under the Commitment without premium or penaltyday. (b) Subject to the next sentence, each Loan under this Section 2.1 shall be made pursuant to a Request for Loan which shall specify the requested (i) date of such LoanLoan and, if applicable, the requested Pre-Funding Date, (ii) type of Loan, (iii) amount of such Loan and (iv) Interest Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, the Borrowers Borrower to the contrary, a Loan may be requested by telephone by a Senior Officer of the applicable Borrower, in which case such the Borrower shall promptly confirm such request by transmitting a telecopy or other electronic communication facsimile of, or at the Administrative Agent’s request by mailing, a Request for Loan executed by a Senior Officer of such the Borrower conforming to the preceding sentence to the Administrative Agent. (c) Promptly following receipt of a Request for Loan (or the receipt of a substitute request permitted under the second sentence of Section 2.1(b)), the Administrative Agent shall notify each Bank by telephone (so long as such notice by telephone is promptly followed by a notice in writing) or telecopier facsimile or other electronic communication (the method of notice shall be at the Administrative Agent’s option) of the date and type of the Loan, the applicable Interest Period and the amount of that Bank’s Pro Rata Share of the requested Loan. Not later than 2:00 p.m., New York time, on the date specified in the applicable Request for any Loan subject to the provisions of Sections 2.2 and 2.3, each Bank shall make its Pro Rata Share of the requested Loan in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon fulfillment delivery of evidence reasonably satisfactory to the Administrative Agent of the satisfaction (or waiver) of the applicable conditions set forth in Article 8 (the Administrative Agent shall be entitled to rely on the certificate detailed in Section 8.2(a)(11) for evidence of the satisfaction of the conditions set forth in Sections 8.2(b), (c) and (f)), and subject to the provisions of Sections 2.2 and 2.3, all Advances shall be credited in immediately available funds to the Designated Deposit Account. If a Pre-Funding Date (as defined below) has been specified, the Administrative Agent shall make such funds available not later than 9:00 a.m., New York time, on the Business Day on which the Administrative Agent receives the evidence referred to above that the conditions in Section 8.2 are satisfied (or waived) or, with respect to the condition set forth in Section 8.2(b), such condition will be satisfied upon the application of the proceeds of the Advances in accordance with the terms of this Agreement. (d) Each Following the Effective Date, the Borrower may require that Banks transfer funds to the Administrative Agent in advance of the anticipated Closing Date set forth in the Request for Loan under to hold in reserve pursuant to Section 2.1(e), by specifying, in the Commitment relevant Request for Loan, the date (the “Pre-Funding Date”) upon which Banks shall deliver such funds to the Administrative Agent to be held in reserve (which requested Pre-Funding Date may be no earlier than three Business Days prior to the anticipated Closing Date set forth in the Request for Loan). In the event the Borrower specifies a Pre-Funding Date in a Request for Loan, then such Request for Loan shall be in a minimum amount submitted not later than (i) 12:00 noon, New York time, three Business Days prior to the Pre-Funding Date of $2,000,000 any borrowing of Eurodollar Rate Advances, and (or €2,000,000ii) 9:00 a.m., if New York time, on the applicable Pre-Funding Date of any borrowing is in Euros) and multiples of $1,000,000 or €1,000,000, as applicable, in excess of that amountBase Rate Advances. (e) If so a Pre-Funding Date is specified in a Request for Loan, on the requested by any Pre-Funding Date, no later than 11:00 a.m., New York time, each Bank by written notice to the Company (with a copy shall deliver to the Administrative Agent) at least two Banking Days prior Agent an amount equal to the Closing Date or at any time thereafter, each Borrower shall execute and deliver to such Bank (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Bank pursuant to Section 13.9) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Company’s receipt of such notice) a promissory note or promissory notes to evidence such Bank’s Advances under its Pro Rata Share of the CommitmentLoans requested to be made on the Closing Date, substantially by wire transfer of immediately available funds to the account of the Administrative Agent designated by it for such purpose by notice to the Banks and each Bank hereby irrevocably authorizes the Administrative Agent to release such funds (the “Pre-Advanced Funds”) and use them to fund such Bank’s Pro Rata Share of the Loans on the Closing Date unless the Administrative Agent shall have received written notice from such Bank prior to 9:00 a.m., New York time, on the anticipated Closing Date set forth in the form of Exhibit B. (f) A Request for Loan that any one or more of the conditions precedent in Section 8.2 has not been satisfied (or waived) or with respect to the condition set forth in Section 8.2(b), such condition will not be satisfied upon the application of the proceeds of the Advances in accordance with the terms of this Agreement, specifying both the conditions precedent that have not been satisfied (or waived) (or with respect to the condition set forth in Section 8.2(b), that such condition will not be satisfied upon the application of the proceeds of the Advances in accordance with the terms of this Agreement) and its objection thereto. The Pre-Advanced Funds shall be irrevocable held in reserve by the Administrative Agent for the benefit of such Bank, upon the Administrative Agent’s first notification thereof.following terms: (gi) In connection with The Administrative Agent shall release the usePre-Advanced Funds only as follows: (A) the Administrative Agent shall release the Pre-Advanced Funds of each Bank to fund such Bank’s Pro Rata Share of the Loans on the Closing Date, administrationwithout any further authorization from such Bank, adoption or implementation of Adjusted Term SOFR(B) if for any reason the Closing Date does not occur on or before 11:59 p.m., New York time, on the date that is two Business Days after the proposed Closing Date set forth in the Request for Loan, the Administrative Agent and shall promptly return to each Bank the Borrower will have portion of the right Pre-Advanced Funds delivered by such Bank. In the event any Pre-Advanced Funds remain in reserve at the time of expiration of the Commitments, the Administrative Agent shall return to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to each Bank the contrary herein or in any other Loan Document, any amendments implementing portion of the Pre-Advanced Funds delivered by such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement. Bank. (ii) The Administrative Agent will promptly notify shall hold the Banks Pre-Advanced Funds in a non-interest bearing account with Bank of America, N.A. (iii) It is understood and agreed that, except as set forth in Section 2.1(c), the effectiveness Borrower shall have no right, title or interest in any Pre-Advanced Funds, and shall have no right to give directions to the Administrative Agent with regard to investment, application or release of such funds or otherwise with respect to such funds. Whether or not the Closing Date occurs and whether or not Loans are made on the Closing Date, the Borrower agrees to pay to each Bank an amount (the “Pre-Funding Compensation Amount”) that is equal to the amount of interest that would have accrued hereunder on its Pre-Advanced Funds (at the rate(s) requested by the Borrower in the Request for Loan) if such Pre-Advanced Funds had been used to fund Loans on the Pre-Funding Date (or, if later, the date such funds were delivered to the Administrative Agent to be placed in reserve) and as if such Loans were outstanding for the period of time that such Pre-Advanced Funds remain in reserve. To the extent that a Bank’s Pre-Advanced Funds are used to fund its Pro Rata Share of Loans made on the Closing Date (x) such Loans shall be deemed to have been made by each Bank on the date that such Bank funded its Pre-Advanced Funds and having an Interest Period, if applicable, commencing on the Closing Date and (y) the Pre-Funding Compensation Amount shall be due and payable by the Borrower to such Bank on the first date occurring after the Closing Date that interest would be payable in accordance with Section 3.1. To the extent that all or any Successor Rate Conforming Changes in connection part of a Bank’s Pre-Advanced Funds are returned to such Bank for any reason and are not used to fund Loans, the Pre-Funding Compensation Amount shall be due and payable by the Borrower to such Bank within three Business Days after demand, together with the use or administration of Adjusted Term SOFRany amount payable pursuant to Section 3.5(c).

Advances-General. (a) Subject to the terms and conditions set forth in this Agreement, each Bank shall, at any time and from time to time from the Closing Date through the Maturity Date applicable to such BankDate, each Bank shall, according to its Pro Rata Share of the Commitment, make Advances to the Borrowers under the Commitment in such amounts in Dollars or in the Alternative Currency as the Borrowers may request that do not exceed in the aggregate at any one time outstanding the amount of that Bank’s 's Pro Rata Share of the Commitment; provided that, giving effect to the Loan of which such Advance is a part, (i) the Total Outstandings shall not exceed the Commitment and (ii) the sum of all Advances then outstanding plus the face amount of all Letters of Credit then outstanding plus the sum of all unreimbursed drawings under Letters of Credit shall not exceed the Commitment. Subject to the limitations set forth herein, the Borrowers may borrow and repay under the Commitment without premium or penalty. (b) Subject to the next sentence, each Loan under this Section 2.1 shall be made pursuant to a Request for Loan which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan and (iv) Interest Period for such Loan. Unless the Administrative Agent has notified, in its sole and absolute discretion, the Borrowers to the contrary, a Loan may be requested by telephone by a Senior Officer of the applicable Borrower, in which case such the Borrower shall promptly confirm such request by transmitting a telecopy or other electronic communication of, or at the Administrative Agent’s 's request by mailing, a Request for Loan executed by a Senior Officer of such Borrower conforming to the preceding sentence to the Administrative Agent. (c) Promptly following receipt of a Request for Loan (or the receipt of a substitute request permitted under the second sentence of Section 2.1(b)), the Administrative Agent shall notify each Bank by telephone (so long as such notice by telephone is promptly followed by a notice in writing) or telecopier or other electronic communication (the method of notice shall be at the Administrative Agent’s 's option) of the date and type of the Loan, the applicable Interest Period and the amount of that Bank’s 's Pro Rata Share of the Loan. Not later than 2:00 p.m., New York time, on the date specified for any Loan subject to the provisions of Sections 2.2 and 2.3, each Bank shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent’s 's Office. Upon fulfillment of the applicable conditions set forth in Article 8 and subject to the provisions of Sections 2.2 and 2.3, all Advances shall be credited in immediately available funds to the Designated Deposit Account. (d) Each Loan under the Commitment shall be in a minimum amount of $2,000,000 (or €2,000,000(EURO)2,000,000, if the applicable borrowing is in Euros) and multiples of $1,000,000 or €1,000,000(euro)1,000,000, as applicable, in excess of that amount. (e) If so requested by any Bank by written notice to the Company (with a copy to the Administrative Agent) at least two Banking Days prior to the Closing Date or at any time thereafter, each Borrower shall execute and deliver to such Bank (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Bank pursuant to Section 13.9) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Company’s 's receipt of such notice) a promissory note or promissory notes to evidence such Bank’s 's Advances under its Pro Rata Share of the Commitment, substantially in the form of Exhibit B. (f) A Request for Loan shall be irrevocable upon the Administrative Agent’s 's first notification thereof. (g) In connection with the use, administration, adoption or implementation of Adjusted Term SOFR, the Administrative Agent and the Borrower will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Banks of the effectiveness of any Successor Rate Conforming Changes in connection with the use or administration of Adjusted Term SOFR.