Common use of Changed Circumstances Clause in Contracts

Changed Circumstances. (a) In connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Advance, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Period.

Changed Circumstances. (a) In Subject Section 2.07.10, in connection with any SOFR Rate Loan, a request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or therefor, a conversion to or a continuation thereofthereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are if Term SOFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, reasonable and adequate means do not being offered to banks in the London interbank Eurodollar market exist for ascertaining Term SOFR and the applicable amount and Interest Period with respect to a proposed SOFR Rate Loan on or prior to the first day of such AdvanceInterest Period, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do deposits are not exist being offered to banks in the London or other applicable offshore interbank market for the ascertaining the Eurodollar Base Rate for such applicable Interest Period with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Period, or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate if Term SOFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances Loans during the applicable Interest Period and, in such Interest Periodcase, then the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the BorrowerBorrower Representative. Thereafter, until Upon notice thereof by the Administrative Agent notifies to the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower)Representative, the any obligation of the Lenders to make a Eurodollar SOFR Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Loans, and the any right of the Borrower Representative to convert any Loan to or continue any Loan as a Eurodollar an SOFR Rate Advance Loan, shall be suspended (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rateextent of the affected Interest Periods) shall be suspendeduntil the Administrative Agent (with respect to clause (iii), and at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (xA) the Borrower Representative may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Rate Loans (to the extent of the affected SOFR Rate Loans or affected Interest Periods) or, failing that, in the case of Eurodollar any request for a borrowing of an affected SOFR Rate AdvancesLoan, the Borrower shall either (A) repay Representative will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or specified therein and (B) convert any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate Loans at the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as end of the last day of such applicable Interest Period; . Upon any such prepayment or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rateconversion, the Borrower Representative shall convert also pay accrued interest on the then outstanding principal amount of each such Advance so prepaid or converted, together with any additional amounts required pursuant to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest PeriodSection 2.07.3.

Changed Circumstances. Notwithstanding anything to the contrary contained herein, if (ai) In connection with any request change in any law or interpretation thereof by any Governmental Authority makes it unlawful for a Lender to make or maintain a Eurodollar Rate Advance (Loan or to maintain any Commitment with respect to a Floating Eurodollar Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such AdvanceLoan, (ii) the Administrative Agent shall Required Lenders determine in good faith (which determination shall shall, absent manifest error, be final and conclusive and binding absent manifest errorupon all parties hereto) that reasonable and adequate means do not exist for it has become impracticable as a result of a circumstance that adversely affects the ascertaining London interbank market or the position of such Lender in such market or (iii) the Required Lenders determine that the Adjusted Eurodollar Base Rate for such any requested Interest Period with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate Loan does not adequately and fairly reflect the cost to such Lenders of making funding such Loan, then, in each case, such Lender or maintaining such Advances during such Interest Period, then the Administrative Agent Lenders shall promptly give notice thereof to the Borrower. Thereafter, until Administrative Agent and the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either may (A) repay in full (or cause declare that Eurodollar Rate Loans will not thereafter be made by such Lender, such that any request for Eurodollar Rate Loans from such Lender shall be deemed to be repaid in full) a request for a Base Rate Loan, unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day cessation of the then current Interest Period applicable to such Eurodollar Rate Advance; circumstances described in clause (i) or (ii) above) and (B) convert the then require that all outstanding principal amount of each such Eurodollar Rate Advance Loans made by such Lender be converted to a Floating Base Rate (as to Loans immediately, in which the interest rate is not determined by reference to the event all outstanding Eurodollar Base Rate) as of the last day Rate Loans of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower Lender shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Periodbe so converted.

Changed Circumstances. (a) In Subject to clause (c) below, in connection with any request for a Eurodollar Rate SOFR Advance (or a Floating Rate Advance or SOFR Market Index Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base RateTerm SOFR) or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are reasonable and adequate means do not being offered to banks in the London interbank Eurodollar market exist for ascertaining Adjusted Term SOFR for the applicable amount and Interest Period of such Advance, with respect to a proposed SOFR Advance (or a Floating Rate Advance or SOFR Market Index Rate Advance as to which the interest rate is determined with reference to Term SOFR) or (ii) the Administrative Agent Required Lenders (or the Swingline Lender, in the case of a SOFR Market Index Rate Advance) shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate Adjusted Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances during such Interest Period, then and, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until Upon notice thereof by the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the any obligation of the Lenders to make a Eurodollar Rate Advance SOFR Advances (or a Floating of the Swingline Lender to make SOFR Market Index Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Advances), and the any right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar SOFR Advance, shall be suspended (to the extent of the affected SOFR Advances or the affected Interest Periods, as applicable) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or the affected Interest Periods) or SOFR Market Index Rate Advance Advances or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Floating Rate Advances in the amount specified therein and (B) any outstanding affected SOFR Advances and/or SOFR Market Index Rate Advances will be deemed to have been converted into Floating Rate Advances at the end of the applicable Interest Period (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspendedimmediately, and (x) in the case of Eurodollar SOFR Market Index Rate Advances). Upon any such prepayment or conversion, the Borrower shall either (A) repay in full (also pay accrued interest on the amount so prepaid or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance converted, together with accrued interest thereon (subject any additional amounts required pursuant to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Period.

Changed Circumstances. (a) In connection with any request for a Eurodollar LIBOR Rate Advance (Loan or a Floating Base Rate Advance Loan as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such AdvanceLoan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base LIBOR Rate for such Interest Period with respect to a proposed Eurodollar LIBOR Rate Advance (Loan or a Floating any Base Rate Advance Loan as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower)exist, the obligation of the Lenders to make a Eurodollar LIBOR Rate Advance (Loans or a Floating Base Rate Advance Loan as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar LIBOR Rate Advance (Loan or a Floating Base Rate Advance Loan as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR shall be suspended, and (xi) in the case of Eurodollar LIBOR Rate AdvancesLoans, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar LIBOR Rate Advance Loan together with accrued interest thereon (subject to Section 3.35.1(d)), on the last day of the then current Interest Period applicable to such Eurodollar LIBOR Rate AdvanceLoan; or (B) convert the then outstanding principal amount of each such Eurodollar LIBOR Rate Advance Loan to a Floating Base Rate (Loan as to which the interest rate is not determined by reference to the Eurodollar Base Rate) LIBOR as of the last day of such Interest Period; or (yii) in the case of Floating Base Rate Advances Loans as to which the interest rate is determined by reference to the Eurodollar Base RateLIBOR, the Borrower shall convert the then outstanding principal amount of each such Advance Loan to a Floating Base Rate Advance Loan as to which the interest rate is not determined by reference to the Eurodollar Base Rate LIBOR as of the last day of such Interest Period.

Changed Circumstances. (a) In connection with If the introduction of or any request change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for a any Lender to perform its obligations hereunder to make Eurodollar Rate Advance (Loan or a Floating to fund or maintain Eurodollar Rate Advance as to which Loans hereunder, such Lender shall notify the interest rate is determined with reference to the Eurodollar Base Rate) or a conversion to or continuation thereof, if for any reason (i) Administrative Agent of such event and the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in notify the London interbank Eurodollar market for the applicable amount and Interest Period Borrowers of such Advanceevent, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and the right of the Borrower Borrowers to convert any Loan to or continue any Loan as select a Eurodollar Rate Advance (Loan for any subsequent Interest Period or a Floating in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and the Borrowers shall forthwith prepay in full all Eurodollar Rate Advance as to which the interest rate is determined with reference Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate) Rate Term Loan and, if after the Acquisition Facility Termination Date, shall be suspendedconvert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and (x) in shall pay all interest accrued thereon through the case date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the Loans then outstanding principal amount into Base Rate Loans; PROVIDED, that if the date of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on repayment or proposed conversion is not the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base RateLoan, the Borrower Borrowers shall convert the then outstanding principal also pay any amount of each such Advance due pursuant to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest PeriodSECTION 5.12.

Changed Circumstances. Notwithstanding anything to the contrary contained herein, if (ai) In connection with any request change in any law or interpretation thereof by any Governmental Authority makes it unlawful for a Lender to make or maintain a Eurodollar Rate Advance (Loan or to maintain any Commitment with respect to a Floating Eurodollar Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such AdvanceLoan, (ii) the Administrative Agent shall determine a Lender determines in good faith (which determination shall shall, absent manifest error, be final and conclusive and binding absent manifest errorupon all parties hereto) that reasonable and adequate means do not exist for it has become impracticable as a result of a circumstance that adversely affects the ascertaining London interbank market or the position of such Lender in such market or (iii) the Required Lenders determine that the Adjusted Eurodollar Base Rate for such any requested Interest Period with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate Loan does not adequately and fairly reflect the cost to such Lenders of making funding such Loan, then, in each case, such Lender or maintaining such Advances during such Interest Period, then the Administrative Agent Lenders shall promptly give notice thereof to the Borrower. Thereafter, until Administrative Agent and the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either may (A) repay in full (or cause declare that Eurodollar Rate Loans will not thereafter be made by such Lender, such that any request for Eurodollar Rate Loans from such Lender shall be deemed to be repaid in full) a request for a Base Rate Loan, unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day cessation of the then current Interest Period applicable to such Eurodollar Rate Advance; circumstances described in clause (i) or (ii) above) and (B) convert the then require that all outstanding principal amount of each such Eurodollar Rate Advance Loans made by such Lender be converted to a Floating Base Rate (as to Loans immediately, in which the interest rate is not determined by reference to the event all outstanding Eurodollar Base Rate) as of the last day Rate Loans of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower Lender shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Periodbe so converted.

Changed Circumstances. (a) In Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) SOFR Loan or a conversion to or continuation thereofthereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Advance, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Term SOFR for the ascertaining the Eurodollar Base Rate for such applicable Interest Period with respect to a proposed Eurodollar Rate Advance (SOFR Loan on or a Floating Rate Advance as to which the interest rate is determined with reference prior to the Eurodollar Base Rate) first day of such Interest Period or (iiiii) the Required Lenders any Lender shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate Term SOFR does not adequately and fairly reflect the cost to such Lenders Lender of making or maintaining such Advances Loans during such Interest Period, then in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until Upon notice thereof by the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the any obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) SOFR Loans, and the any right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance SOFR Loan, shall be suspended (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (A) 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 the 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 Base Rate) shall be suspended, Rate Loans in the amount specified therein and (xB) in any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the case end of Eurodollar Rate Advancesthe applicable Interest Period. Upon any such conversion, the Borrower shall either (A) repay in full (or cause to be repaid in full) also pay accrued interest on the then outstanding principal amount of each such Eurodollar Rate Advance so converted, together with accrued interest thereon (subject to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Periodany Breakage Costs.

Changed Circumstances. (a) In connection with any request for a Eurodollar Circumstances Affecting LIBOR Rate Advance (or a Floating LIBOR Market Index Rate Advance as to which the interest rate is determined with reference Availability. If prior to the Eurodollar Base Rate) or a conversion to or continuation thereoffirst day of any Interest Period, if for any reason (i) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period, (ii) the Agent has received notice from the Required Lenders that the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their LIBOR Loans during such Interest Period, or (iii) Dollar deposits in the principal amounts of the LIBOR Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrower when such conditions no longer exist. If such notice is given (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Revolving Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding LIBOR Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to LIBOR Loans. Notwithstanding any other provision of this Agreement, if (i) the Swingline Lender shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in that, by reason of circumstances affecting the London interbank Eurodollar market for the applicable amount and Interest Period of such Advancerelevant market, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base LIBOR Market Index Rate) , or (iiiii) the Required Lenders Swingline Lender shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base LIBOR Market Index Rate does not adequately and fairly reflect the cost to of funding LIBOR Market Index Swingline Loans, the Swingline Lender shall forthwith give telephone notice of such Lenders of making or maintaining such Advances during such Interest Perioddetermination, then the Administrative Agent shall promptly give notice thereof confirmed in writing, to the Borrower. Thereafter, and thereafter the right to request LIBOR Market Index Swingline Loans shall be suspended until such time as the Administrative Agent notifies the Borrower that conditions giving rise to such circumstances notice shall no longer exist (which notice exist. In the Administrative Agent shall promptly deliver to the Borrower)event LIBOR Market Index Swingline Loans are not available on account of operation of this Section, the obligation of the Lenders Swingline Lender will endeavor to make provide an alternative index or reference rate which will provide a Eurodollar Rate Advance (or a Floating Rate Advance as to which the similar interest rate is determined with reference to the Eurodollar Base Rate) and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), based on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Periodhistorical data.

Changed Circumstances. (a) In Unless and until a Benchmark Replacement is implemented in accordance with clause (c) below, in connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR Loan or a conversion to or continuation thereofthereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such AdvanceLoan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base LIBOR Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower)exist, the obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR Loans and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR Loan shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance LIBOR Loan together with accrued interest thereon (subject to Section 3.32.3(a)), on the last day of the then current Interest Period applicable to such Eurodollar Rate AdvanceLIBOR Loan; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance LIBOR Loan to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate Loan as of the last day of such Interest Period.

Changed Circumstances. (a) In connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine have determined (which determination shall be conclusive and binding absent manifest errorupon the Borrower) that Dollar deposits are that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not being offered exist for ascertaining the Eurodollar Rate for such Interest Period, or Circumstances Affecting Benchmark Availability. Subject to banks clause (c) below, in the London interbank Eurodollar market connection with any request for the applicable amount and Interest Period of such Advancea SOFR Loan or a conversion to or continuation thereof or otherwise, if for any reason (iii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR for the ascertaining the Eurodollar Base Rate for such applicable Interest Period with respect to a proposed Eurodollar Rate Advance (SOFR Loan on or a Floating Rate Advance as to which the interest rate is determined with reference prior to the Eurodollar Base Rate) first day of such Interest Period or (iiiii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate Adjusted Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances Loans during such Interest PeriodPeriod and, then in the case of clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until Upon notice thereof by the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the any obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) SOFR Loans, and the any right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance SOFR Loan, shall be suspended (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rateextent of the affected SOFR Loans or the affected Interest Periods) shall until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) 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 the affected Interest Periods) or, failing that, the Borrower will be suspended, 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 (xB) in any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the case end of Eurodollar Rate Advancesthe applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall either (A) repay in full (also pay accrued interest on the amount so prepaid or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance converted, together with accrued interest thereon (subject any additional amounts required pursuant to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Period2.16.

Changed Circumstances. (a) In Circumstances Affecting Eurodollar Rate Availability. Subject to clause (c) below, in connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Loan or a conversion to or continuation thereofthereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such AdvanceLoan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base LIBO Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Loan or (iii) the Required Majority Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base LIBO Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower)exist, the obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Loans and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Loan shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance Loan together with accrued interest thereon (subject to Section 3.33.02(d)), on the last day of the then current Interest Period applicable to such Eurodollar Rate AdvanceLoan; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance Loan to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar an Alternate Base Rate Loan as of the last day of such Interest Period.

Changed Circumstances. (a) In (a) Circumstances Affecting Base LIBOR RateBenchmark Availability. Subject to clause (c) below, in connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBORSOFR Borrowing or a conversion to or continuation thereofthereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that 57 Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR for the applicable amount and Interest Period of such AdvanceLoanwith respect to a proposed Term SOFR Loan on or prior to the first day of such Interest Period, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Term SOFR Loans during such Interest Period, (iii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base LIBOR Rate for such Interest Period PeriodAdjusted Daily Simple SOFR with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR BorrowingAdjusted Daily Simple SOFR Loan or (iiiiiiiv) the Required Lenders LendersAdministrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate LIBOR RateAdjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances Adjusted Daily Simple SOFR Loans during such Interest Period, then then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until untilUpon notice thereof by the Administrative Agent notifies notifiesto the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower)exist, the the, any obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR BorrowingsSOFR Loans, and the theany right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR BorrowingSOFR Loan, shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance LIBOR Borrowing together with accrued interest thereon (subject to Section 3.34.4), on the last day of the then current Interest Period applicable to such Eurodollar Rate AdvanceLIBOR Borrowing; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference Borrowings shall, to the Eurodollar Base extent permissible under Applicable Law, bear interest at the Substitute Rate) as , rather than any Loans becoming payable. (to the extent of the last day affected SOFR Loans or, with respect to any Term SOFR Loan, the 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, (A) 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, with respect to any Term SOFR Loan, the affected Interest Period; Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or (y) conversion to Base Rate Loans in the case amount specified therein and (B) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of Floating the applicable Interest Period and any outstanding affected Adjusted Daily Simple SOFR Loans will be deemed to have been converted into Base Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base RateLoans immediately. Upon any such prepayment or conversion, the Borrower shall convert also pay accrued interest on the then outstanding principal amount of each such Advance so prepaid or converted, together with any additional amounts required pursuant to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest PeriodSection 4.4.

Changed Circumstances. Notwithstanding anything to the contrary contained herein, if (ai) In connection with any request change in any law or interpretation thereof by any Governmental Authority makes it unlawful for a Lender to make or maintain a Eurodollar Rate Advance (Loan or a Floating Base Rate Advance Loan as to which the interest rate is determined with by reference to the Eurodollar Base LIBOR Rate) or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Advance, (ii) the Administrative Agent shall Required Lenders determine in good faith (which determination shall shall, absent manifest error, be final and conclusive and binding absent manifest errorupon all parties hereto) that reasonable and adequate means do not exist for it has become impracticable as a result of a circumstance that adversely affects the ascertaining London interbank market or the position of such Lender in such market to make or maintain a Eurodollar Base Rate Loan or (iii) the Required Lenders determine that the Adjusted Eurodollar Rate for such any requested Interest Period with respect to a proposed Eurodollar Rate Advance Loan (or or, the LIBOR Rate, in the case of a Floating proposed Base Rate Advance Loan as to which the interest rate is determined with by reference to the Eurodollar Base LIBOR Rate) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate does not adequately and fairly reflect the cost to such Lenders of making funding such Term Loan, then, in each case, such Lender or maintaining such Advances during such Interest Period, then the Administrative Agent Lenders shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies and the Borrower and may (A) declare that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the obligation of the Lenders to make a Eurodollar Rate Advance (Loans or a Floating Base Rate Advance Loans as to which the interest rate is determined with by reference to the Eurodollar Base Rate) and the right of the Borrower to convert LIBOR Rate will not thereafter be made by such Lender, such that any Loan to or continue any Loan as a request for Eurodollar Rate Advance (Loans or a Floating Base Rate Advance Loans as to which the interest rate is determined with by reference to the Eurodollar Base Rate) LIBOR Rate from such Lender shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause deemed to be repaid in full) a request for a Base Rate Loan, unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day cessation of the then current Interest Period applicable to such Eurodollar Rate Advance; circumstances described in clause (i) or (ii) above) and (B) convert the then require that all outstanding principal amount of each such Eurodollar Rate Advance Loans or Base Rate Loans as to a Floating which the interest rate is determined by reference to the LIBOR Rate made by such Lender be converted to Base Rate Loans (as to which the interest rate is not determined by reference to the Eurodollar Base LIBOR Rate) as of the last day of such Interest Period; or (y) immediately, in the case of Floating which event all outstanding Eurodollar Rate Advances Loans and Base Rate Loan as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating LIBOR Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest PeriodLender shall be so converted.

Changed Circumstances. (a) In connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference CIRCUMSTANCES AFFECTING LIBOR RATE OR LIBOR MARKET INDEX RATE AVAILABILITY. If prior to the Eurodollar Base Rate) or a conversion to or continuation thereoffirst day of any Interest Period, if for any reason (i) the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period, (ii) the Agent has received notice from the Required Lenders that the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their LIBOR Loans during such Interest Period, or (iii) Dollar deposits in the principal amounts of the LIBOR Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrower when such conditions no longer exist. If such notice is given (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Revolving Loans that were to have been converted on the first day of such Interest Period to or continued as LIBOR Loans shall be converted to or continued as Base Rate Loans and (iii) each outstanding LIBOR Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further LIBOR Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to LIBOR Loans. Notwithstanding any other provision of this Agreement, if (i) the Swingline Lender shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in that, by reason of circumstances affecting the London interbank Eurodollar market for the applicable amount and Interest Period of such Advancerelevant market, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base LIBOR Market Index Rate) , or (iiiii) the Required Lenders Swingline Lender shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base LIBOR Market Index Rate does not adequately and fairly reflect the cost to of funding LIBOR Market Index Swingline Loans, the Swingline Lender shall forthwith give telephone notice of such Lenders of making or maintaining such Advances during such Interest Perioddetermination, then the Administrative Agent shall promptly give notice thereof confirmed in writing, to the Borrower. Thereafter, and thereafter the right to request LIBOR Market Index Swingline Loans shall be suspended until such time as the Administrative Agent notifies the Borrower that conditions giving rise to such circumstances notice shall no longer exist (which notice exist. In the Administrative Agent shall promptly deliver to the Borrower)event LIBOR Market Index Swingline Loans are not available on account of operation of this Section, the obligation of the Lenders Swingline Lender will endeavor to make provide an alternative index or reference rate which will provide a Eurodollar Rate Advance (or a Floating Rate Advance as to which the similar interest rate is determined with reference to the Eurodollar Base Rate) and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), based on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Periodhistorical data.

Changed Circumstances. (a) In InSubject to clause (c) below, in connection with any request for a Eurodollar Rate EurodollarSOFR Advance (or a Floating Rate Advance or SOFR Market Index Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base RateRateTerm SOFR) or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market marketreasonable and adequate means do not exist for ascertaining Adjusted Term SOFR for the applicable amount and Interest Period of such Advance, (ii) the Administrative Agent Agentwith respect to a proposed SOFR Advance (or a Floating Rate Advance or SOFR Market Index Rate Advance as to which the interest rate is determined with reference to Term SOFR) or (ii) the Required Lenders (or the Swingline Lender, in the case of a SOFR Market Index Rate Advance) shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate RateAdjusted Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances during such Interest Period, then theand, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until untilUpon notice thereof by the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the theany obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and theSOFR Advances (or of the 55 15484836v115484836v9 Swingline Lender to make SOFR Market Index Rate Advances), and any right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Period.SOFR Advance, shall be suspended (to the extent of the affected SOFR Advances or the affected Interest Periods, as applicable) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or the affected Interest Periods) or SOFR Market Index Rate Advances or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Floating Rate Advances in the amount specified therein and (B) any outstanding affected SOFR Advances will be deemed to have been converted into Floating Rate Advances at the end of the applicable Interest Period (or immediately, in the case of SOFR Market Index Rate Advances). 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 pursuant to Section 3.3.

Changed Circumstances. (a) In connection with any request for a Eurodollar LIBOR Rate Advance (Loan or a Floating Base Rate Advance Loan as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such AdvanceLoan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base LIBOR Rate for such Interest Period with respect to a proposed Eurodollar LIBOR Rate Advance (Loan or a Floating any Base Rate Advance Loan as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower)exist, the obligation of the Lenders to make a Eurodollar LIBOR Rate Advance (Loans or a Floating Base Rate Advance Loan as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar LIBOR Rate Advance (Loan or a Floating Base Rate Advance Loan as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR shall be suspended, and (xi) in the case of Eurodollar LIBOR Rate AdvancesLoans, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar LIBOR Rate Advance Loan together with accrued interest thereon (subject to Section 3.34.1(d)), on the last day of the then current Interest Period applicable to such Eurodollar LIBOR Rate AdvanceLoan; or (B) convert the then outstanding principal amount of each such Eurodollar LIBOR Rate Advance Loan to a Floating Base Rate (Loan as to which the interest rate is not determined by reference to the Eurodollar Base Rate) LIBOR as of the last day of such Interest Period; or (yii) in the case of Floating Base Rate Advances Loans as to which the interest rate is determined by reference to the Eurodollar Base RateLIBOR, the Borrower shall convert the then outstanding principal amount of each such Advance Loan to a Floating Base Rate Advance Loan as to which the interest rate is not determined by reference to the Eurodollar Base Rate LIBOR as of the last day of such Interest Period.

Changed Circumstances. (a) In Circumstances Affecting Eurocurrency RateRates , RFRRFRs and Alternative Currency Availability. (i) Subject to clause (c) below, if, for any reason (x) on or prior to the first day of any Interest Periodin connection with any request for a Eurodollar respect to aany RFR Loan or Eurocurrency Rate Advance Loan or (or a Floating Rate Advance as to which the interest rate is determined with reference y) prior to the Eurodollar USD LIBOR Transition Date, on any day with respect to a Base Rate) or Rate Loan, in connection with, a request therefor, a conversion to or a continuation thereofthereof or otherwise, if (A) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) 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 Loan, (Bif for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are (x) if Daily Simple RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, reasonable and adequate means do not being offered exist for ascertaining the Eurocurrency Base Rate for such Currency and Interest Period with respect to banks a proposed Loan (whether denominated in Dollars orDaily Simple RFR pursuant to the London interbank Eurodollar market definition thereof or (y) if Adjusted Term SOFR or a Eurocurrency Rate is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR or such Eurocurrency Rate, as applicable, for the applicable amount Currency and the applicable Interest Period with respect to a proposed Term SOFR Loan or Eurocurrency Rate Loan, as applicable, on or prior to the first day of such AdvanceInterest Period, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for a fundamental change has occurred in the ascertaining the Eurodollar Base Rate for such Interest Period foreign exchange or interbank markets with respect to an applicable Alternative Currency), (including because the Screen Rate forchanges in national or international financial, political or economic conditions or currency exchange rates or exchange controls), (iii) with respect to any Eurocurrency Rate Loan, the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that deposits are not being offered in the applicable Currency is not available or published on a proposed Eurodollar current basisto banks in the London or other applicable offshore interbank market for the applicable Currency, amount or Interest Period of such Eurocurrency Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Loan, or (iiiCiv) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate Eurocurrency Rate(x) if Daily Simple RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, Daily Simple RFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances Loans or (y) if Adjusted Term SOFR or a Eurocurrency Rate is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, Adjusted Term SOFR or such Eurocurrency Rate, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during suchthe applicable Interest Period and shall, in the case of (x) or (y), the Required Lenders have provided notice of such Interest Perioddetermination to the Administrative Agent, then the Administrative Agent shall promptly give notice thereof to the BorrowerCompany. Thereafter, until the Administrative Agent notifies the Borrower Company that such circumstances no longer exist (which notice exist, in each case, the Administrative Agent shall promptly deliver give notice thereof to the Borrower)Company. Upon notice thereof by the Administrative Agent to the Company, the theany obligation of the Lenders under the applicable Credit Facility to make a Eurodollar RFR Loans or Eurocurrency Rate Advance (Loans, as applicable, in the affectedeach such Currency or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Currencies, and the theany right of the Borrower Borrowers to convert any Loan in each such Currency (if applicable) to or continue any Loan as a Eurodollar Rate Advance (an RFR Loan or a Floating Eurocurrency Rate Advance Loan, as to which applicable, in the interest rate is determined with reference affectedeach such Currency or Currencies (in each case, , shall be suspended (to the Eurodollar Base Rate) extent of the affected RFR Loans or Eurocurrency Rate Loans or, in the case of Term SOFR Loans or Eurocurrency Rate Loans, the affected Interest Periods), shall be suspended, and (x) in the case of Eurodollar Rate Advances, the applicable Borrower shall either (A) repay in full (or cause to be repaid in full) full until the Administrative Agent (with respect to clause (iv), at the then outstanding principal amount of each such Eurodollar Eurocurrency Rate Advance Loan together with accrued interest thereon (subject to Section 3.3)thereon, on the last day of the then current currentinstruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Company may revoke any pending request for a borrowing of, conversion to or continuation of RFR Loans or Eurocurrency Rate Loans in each such affected Currency (to the extent of the affected RFR Loans or Eurocurrency Rate Loans or, in the case of Term SOFR Loans or Eurocurrency Rate Loans, the affected Interest Periods) or, failing that, (I) in the case of any request for a borrowing of an affected Term SOFR Loan, the Company will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (II) in the case of any request for a borrowing of an affected RFR Loan or Eurocurrency Rate Loan in an Alternative Currency, then such request shall be ineffective and (B)(I) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and (II) any outstanding affected Loans denominated in an Alternative Currency, at the Company’s election, shall either (x) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Amount of such Alternative Currency) immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable to such Eurodollar Rate Advance; suchInterest Period or (By) be prepaid in full immediately or, in the case of Eurocurrency Rate Loan; orLoans, at the end of the applicable Interest Period; provided that if no election is made by the Company by the date that is the earlier of (Bx) convert the then outstanding principal amount amountthree (3) Business Days after receipt by the Company of each such Eurodollar Rate Advance notice or (y) with respect to a Floating Eurocurrency Rate (as Loan to which the interest rate is not determined by reference to the Eurodollar a Base Rate) Rate Loan denominated in Dollars as of the last day of such suchthe current Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower Company shall convert be deemed to have elected clause (x) above. Upon any such prepayment or conversion, the then outstanding principal Borrowers shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount of each such Advance so prepaid or converted, together with any additional amounts required pursuant to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest PeriodSection 4.11.

Changed Circumstances. (a) In Subject to clause (b) below, if the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Loan or a conversion to or continuation thereof, if for any reason thereof that (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount and Interest Period of such AdvanceEurodollar Rate Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive adequate and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining determining the Eurodollar Base Rate for such any requested Interest Period with respect to a proposed Eurodollar Rate Advance (Loan or a Floating in connection with an existing or proposed Base Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Loan, or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of making or maintaining funding such Advances during such Interest PeriodLoan, then the Administrative Agent shall will promptly give notice thereof to so notify the BorrowerBorrower and each Lender. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), x) the obligation of the Lenders to make a or maintain Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Loans shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case event of Floating Rate Advances as to which a determination described in the interest rate is determined by reference preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the Borrower shall convert the then outstanding principal amount utilization of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Rate component in determining the Base Rate as shall be suspended, in each case until the Administrative Agent (upon the instruction of the last day Required Lenders) revokes such notice. Upon receipt of such Interest Period.notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be

Changed Circumstances. (a) In connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Advance, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the 12640621v 24740.0002 44 Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Period.

Changed Circumstances. (a) In Unless and until a Benchmark Replacement is implemented in accordance with clause (c) below, in connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR Loan or a conversion to or continuation thereofthereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar eurodollar market for the applicable amount SECOND AMENDED AND RESTATED CREDIT AGREEMENT and Interest Period of such AdvanceLoan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base LIBOR Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower)exist, the obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR Loans and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) LIBOR Loan shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance LIBOR Loan together with accrued interest thereon (subject to Section 3.32.3(a)), on the last day of the then current Interest Period applicable to such Eurodollar Rate AdvanceLIBOR Loan; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance LIBOR Loan to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate Loan as of the last day of such Interest Period.

Changed Circumstances. (a) In connection Circumstances Affecting Offshore Rate Availability. If with respect -------------------------------------------------- to any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or a conversion to or continuation thereof, if for any reason Interest Period: (i) the Administrative Agent or any Lender (after consultation with the Administrative Agent) shall determine (which determination shall be conclusive that for any reason adequate and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Advance, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for determining the ascertaining the Eurodollar Base Offshore Rate for such any requested Interest Period with respect to a proposed Eurodollar Offshore Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Loan or (iiiii) the Required Lenders shall reasonably determine (which determination shall be conclusive conclusive) and binding absent manifest error) notify the Administrative Agent that the Eurodollar Base LIBOR Rate does will not adequately and fairly reflect the cost to such the Required Lenders of making or maintaining such Advances during funding Offshore Rate Loans for such Interest Period, then the Administrative Agent shall promptly forthwith give notice thereof to the BorrowerCompany. Thereafter, until the Administrative Agent notifies the Borrower Borrowers that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower)exist, the obligation of the Lenders to make a Eurodollar Offshore Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Loans and the right of the Borrower Borrowers to convert any Revolving Credit Loan to or continue any Revolving Credit Loan as a Eurodollar an Offshore Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Loan shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower Borrowers shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Offshore Rate Advance Loan together with accrued interest thereon (subject to Section 3.3)thereon, on the last day of the then current Interest Period applicable to such Eurodollar Offshore Rate Advance; Loan or (B) convert the then outstanding principal amount of each such Eurodollar Offshore Rate Advance Loan to a Floating Base Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) Loan as of the last day of such Interest Period; or Period (y) in the case Offshore Currency Loans which are not repaid shall be redenominated and converted into their Dollar Equivalent of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest PeriodLoans in Dollars).

Changed Circumstances. (a) In Circumstances Affecting Benchmark Availability . Subject to clause (c) below, in connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) SOFR Loan or a conversion to or continuation thereofthereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Advance, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Term SOFR for the ascertaining the Eurodollar Base Rate for such applicable Interest Period with respect to a proposed Eurodollar Rate Advance (SOFR Loan on or a Floating Rate Advance as to which the interest rate is determined with reference prior to the Eurodollar Base Rate) first day of such Interest Period or (iiiii) the Required Lenders any Lender shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate Term SOFR does not adequately and fairly reflect the cost to such Lenders Lender of making or maintaining such Advances Loans during such Interest Period, then in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until Upon notice thereof by the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the any obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) SOFR Loans, and the any right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance SOFR Loan, shall be suspended (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (A) 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 the 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 Base Rate) shall be suspended, Rate Loans in the amount specified therein and (xB) in any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the case end of Eurodollar Rate Advancesthe applicable Interest Period. Upon any such conversion, the Borrower shall either (A) repay in full (or cause to be repaid in full) also pay accrued interest on the then outstanding principal amount of each such Eurodollar Rate Advance so converted, together with accrued interest thereon (subject to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Periodany Breakage Costs.

Changed Circumstances. (a) In connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Advance, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the 47 12604453v 1 24740.000 246 Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Period.

Changed Circumstances. (a) In connection with any request for a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or a conversion to or continuation thereof, if for any reason event that: (i) on any date on which the Administrative Adjusted Eurodollar Rate would otherwise be set the Agent shall determine have determined in good faith (which determination shall be conclusive final and binding absent manifest errorconclusive) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount adequate and Interest Period of such Advance, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate fair means do not exist for the ascertaining the Eurodollar Base Rate for such Interest Period with respect Interbank Offered Rate, or (ii) at any time the Agent shall have received notice that: (A) the making or continuation of or conversion of any Loan to a Eurodollar Loan by any Bank has been made impracticable or unlawful by (l) the occurrence of a contingency that materially and adversely affects the interbank Eurodollar market in which such Bank regularly participates or (2) compliance by any Bank in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); or (B) the Adjusted Eurodollar Rate applicable to any proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or (iii) the Required Lenders Loan shall determine (which determination shall be conclusive not fairly and binding absent manifest error) that the Eurodollar Base Rate does not adequately and fairly reflect the cost of the Required Banks to fund such Lenders of making or maintaining Loan; then, and in any such Advances during such Interest Periodevent, then the Administrative Agent shall promptly give notice thereof to forthwith so notify the BorrowerBorrower thereof. Thereafter, until Until the Administrative Agent notifies the Borrower that the circumstances giving rise to such circumstances notice no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower)apply, the obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and the right ability of the Borrower to convert any Loan to or continue any Loan as a select Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Loans shall be suspended, and (x) in . If at the case of Eurodollar Rate Advancestime the Agent so notifies the Borrower, the Borrower has previously delivered a Loan Request for a Eurodollar Loan but such Loan has not yet gone into effect, such Loan Request shall either (A) repay in full (or cause be deemed to be repaid void and the Borrower may borrow a Base Rate Loan by giving a substitute Loan Request pursuant to Section 2.2 hereof. Upon such date as shall be specified in fullsuch notice (which shall not be earlier than the date such notice is given) the then Borrower shall, with respect to outstanding Eurodollar Loans, prepay the same, together with interest thereon and any amounts required to be paid pursuant to Section 2.12, and may borrow a Base Rate Loan by requesting such Loan in accordance with Section 2.2 hereof. (b) In case any law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law): (i) subjects any Bank to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of any Bank imposed by the United States of America or any political subdivision thereof), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, any Bank (other than such requirements as are already included in the determination of the Adjusted Eurodollar Rate), or (iii) imposes upon any Bank any other condition with respect to its performance under this Agreement, and the result of any of the foregoing is to increase the cost to such Bank, reduce the income receivable by such Bank or impose any expense upon such Bank with respect to any Loans, such Bank shall notify the Agent and the Agent shall notify the Borrower thereof. The Borrower agrees to pay to such Bank the amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3)increase in cost, on reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by the last day affected Bank of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) statement in the case of Floating Rate Advances as to amount and setting forth such Bank's calculation thereof, which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower statement shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Periodbe deemed true and correct absent manifest error. Section 2.9.

Changed Circumstances. (a) In Circumstances Affecting LIBOR Rate Availability and Alternative Currency Availability. Unless and until a Replacement Rate is implemented in accordance with clause (c) below, in connection with any request for a Eurodollar LIBOR Rate Advance (Loan or a Floating conversion to or continuation thereof or otherwise in connection with any request for a LIBOR Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Loan, an Alternative Currency Revolving Credit Loan or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the applicable interbank market (including, without limitation, the London interbank Eurodollar market market) for the applicable amount and Interest Period of such AdvanceLoan, (ii) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base LIBOR Rate for such the Interest Period with respect to a proposed Eurodollar LIBOR Rate Advance Loan, (iii) a fundamental change has occurred in the foreign exchange or a Floating Rate Advance as interbank markets with respect to which any Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), (iv) it has become otherwise materially impractical for the interest rate is determined with reference Lenders to the Eurodollar Base Rate) make any Alternative Currency Revolving Credit Loans or (iiiv) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower)exist, the obligation of the Lenders to make a Eurodollar LIBOR Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) Loans and the right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar LIBOR Rate Advance (Loan or a Floating Rate Advance an Alternative Currency Revolving Credit Loan, as to which the interest rate is determined with reference to the Eurodollar Base Rate) applicable, shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Period.and:

Changed Circumstances. (a) In connection with If the introduction of or any request change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof; that it is unlawful, for a any Lender to perform its obligations hereunder to make Eurodollar Rate Advance (Loans or a Floating to fund or maintain Eurodollar Rate Advance as to which Loans hereunder, such Lender shall notify the interest rate is determined with reference to Agent of such event and the Eurodollar Base Rate) or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in notify the London interbank Eurodollar market for the applicable amount and Interest Period Borrowers of such Advanceevent, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Advances during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and the right of the Borrower Borrowers to convert select Eurodollar Rate Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan to or continue any Loan as a shall be suspended until the Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and the Borrowers shah forthwith prepay in full all Eurodollar Rate Advance (or Revolving Credit Loans then outstanding and shall convert each Eurodollar Rate Term Loan into a Floating Prime Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspendedTerm Loan, and (x) in shall pay all interest accrued thereon through the case date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Agent, requests the conversion of all Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the Loans then outstanding principal amount into Prime Rate Loans; provided, that if the date of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on repayment or proposed conversion is not the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base RateLoans, the Borrower shall convert the then outstanding principal also pay any amount of each due pursuant to Section 4.17; provided, further, however, that if such Advance Loan is converted to a Floating Prime Rate Advance as Loan and the Effective Interest Rate of such Prime Rate Loan is equal to which or greater than such Eurodollar Rate Loans for the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day duration of such Interest PeriodPeriod then no amount shall be due under Section 4.17. (b) If the Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a "Pending Loan"), notify the Borrower that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrowers to select the Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrowers that the circumstances causing: such suspension no longer exist, and each Loan comprising each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan.

Changed Circumstances. (a) In InSubject to clause (c) below, in connection with any request for a Eurodollar Rate EurodollarSOFR Advance (or a Floating Rate Advance or SOFR Market Index Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base RateRateTerm SOFR) or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market marketreasonable and adequate means do not exist for ascertaining Adjusted Term SOFR for the applicable amount and Interest Period of such Advance, (ii) the Administrative Agent Agentwith respect to a proposed SOFR Advance (or a Floating Rate Advance or SOFR Market Index Rate Advance as to which the interest rate is determined with reference to Term SOFR) or (ii) the Required Lenders (or the Swingline Lender, in the case of a SOFR Market Index Rate Advance) shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Eurodollar Base Rate for such Interest Period with respect to a proposed Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Base Rate RateAdjusted Term SOFR does not adequately and 55 15524773v115524773v5 fairly reflect the cost to such Lenders of making or maintaining such Advances during such Interest Period, then theand, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until untilUpon notice thereof by the Administrative Agent notifies the Borrower that such circumstances no longer exist (which notice the Administrative Agent shall promptly deliver to the Borrower), the theany obligation of the Lenders to make a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) and theSOFR Advances (or of the Swingline Lender to make SOFR Market Index Rate Advances), and any right of the Borrower to convert any Loan to or continue any Loan as a Eurodollar Rate Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to the Eurodollar Base Rate) shall be suspended, and (x) in the case of Eurodollar Rate Advances, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurodollar Rate Advance together with accrued interest thereon (subject to Section 3.3), on the last day of the then current Interest Period applicable to such Eurodollar Rate Advance; or (B) convert the then outstanding principal amount of each such Eurodollar Rate Advance to a Floating Rate (as to which the interest rate is not determined by reference to the Eurodollar Base Rate) as of the last day of such Interest Period; or (y) in the case of Floating Rate Advances as to which the interest rate is determined by reference to the Eurodollar Base Rate, the Borrower shall convert the then outstanding principal amount of each such Advance to a Floating Rate Advance as to which the interest rate is not determined by reference to the Eurodollar Base Rate as of the last day of such Interest Period.SOFR Advance, shall be suspended (to the extent of the affected SOFR Advances or the affected Interest Periods, as applicable) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or the affected Interest Periods) or SOFR Market Index Rate Advances or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Floating Rate Advances in the amount specified therein and (B) any outstanding affected SOFR Advances will be deemed to have been converted into Floating Rate Advances at the end of the applicable Interest Period (or immediately, in the case of SOFR Market Index Rate Advances). 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 pursuant to Section 3.3.