Common use of Circumstances Affecting Benchmark Availability Clause in Contracts

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loans, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.14.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 ABR Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate ABR Loans at the end of the applicable Interest Period. 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 3.142.16.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or the Adjusted Floating Overnight Daily SOFR Rate or (ii) the Required Lenders Banks shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or the Adjusted Floating Overnight Daily Simple SOFR Rate does not adequately and fairly reflect the cost to such Lenders Banks of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, in each case, the Administrative Agent shall promptly give notice thereof to the BorrowerBorrower and to each Bank. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders Banks to make Term SOFR Loans or Daily SOFR Swing Line Loans, as applicable, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a Term SOFR Loan or Daily SOFR Loan, as applicable, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required LendersBanks) 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 (x) Daily SOFR Loans so long as the Adjusted Floating Overnight Daily SOFR Rate is not the subject of clauses (i) or (ii) above, or (y) Base Rate Loans if the Adjusted Floating Overnight Daily SOFR Rate is the subject of clauses (i) or (ii) above, in each case, in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected Term SOFR Loans will be deemed to have been converted into (x) Daily SOFR Loans so long as the Adjusted Floating Overnight Daily SOFR Rate is not the subject of clauses (i) or (ii) above, or (y) Base Rate Loans if the Adjusted Floating Overnight Daily SOFR Rate is the subject of clauses (i) or (ii) above, in each case, at the end of the applicable Interest Period, or, in the case of any Daily SOFR Loan, immediately. 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 3.143.05.

Circumstances Affecting Benchmark Availability. (i) Subject to clause (c) below, in connection with any request for a Term SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 ascertaining Adjusted Term SOFR or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Requisite Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such the applicable Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Requisite 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a Term SOFR Loan, shall be suspended (to the extent of the affected Term SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Requisite 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 Term SOFR Loans or SOFR Swing Line Loans (to the extent of the affected Term SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) 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. 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 3.145.4.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders any Lender shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders Lender of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, then in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.14Breakage Costs.

Circumstances Affecting Benchmark Availability. Subject to clause (c) belowof this Section 3.03, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 ABR Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate ABR Loans at the end of the applicable Interest Period. 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 3.145.02.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.14.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan Advance or a conversion Conversion to or continuation Continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan Advance on or prior to the first day of such Interest Period or (ii) the Required Majority Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans SOFR Advances during such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Majority 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line LoansAdvances, and any right of the Borrower to convert Convert any Revolving Loan Advance to or continue Continue any Revolving Loan Advance as a SOFR LoanAdvance, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans Advances or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Majority Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion Conversion to or continuation of SOFR Loans or SOFR Swing Line Loans Advances (to the extent of the affected SOFR Loans, SOFR Swing Line Loans Advances 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 Borrowing of or conversion Conversion to Base Rate Loans Advances in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans Advances will be deemed to have been converted Converted into Base Rate Loans Advances at the end of the applicable Interest Period. Upon any such prepayment or conversionConversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedConverted, together with any additional amounts required pursuant to Section 3.148.04(d).

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion Conversion to or continuation Continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest errorerror but shall be subject to consultation with Borrower) that reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR or Adjusted Daily Simple SOFR for pursuant to the applicable Interest Period definition thereof or Adjusted Term SOFR with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such the applicable Interest Period or (ii) the Required Requisite Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term Daily Simple SOFR or Adjusted Daily Simple SOFR Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Revolving Loans during Loan during, with respect to Adjusted Term SOFR, such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Requisite 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert Convert any Revolving Loan to or continue Continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Requisite Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion Conversion to or continuation Continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted Converted any such request into a request for a borrowing of or conversion Conversion to Base Rate Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted Converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedConverted, together with any additional amounts required pursuant to Section 3.145.4.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior pursuant to the first day of such Interest Period definition thereof or (ii) the Required Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during and, in the case of clause (ii), the Requisite Lenders have provided notice of such Interest Period or SOFR Swing Line Loansdetermination to the Administrative Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest PeriodsLoans) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Requisite 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodimmediately. 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 3.145.4.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for an Incremental Advance bearing interest at a rate based on Daily One Month Term SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine in consultation with the Borrower (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Adjusted Daily One Month Term SOFR or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed Incremental Advance bearing interest by reference to Daily One Month Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest the applicable Calculation Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily One Month Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Revolving Loans during Incremental Advance during, with respect to Term SOFR, such Interest Calculation Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Incremental Advances bearing interest at a rate based on Daily One Month Term SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan Incremental Advance as an Incremental Advance bearing interest at a SOFR Loanrate based on Daily One Month Term SOFR, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans Incremental Advance or the affected Interest Calculation 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 Incremental Advances bearing interest at a rate based on Daily One Month Term SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line Loans Incremental Advance or the affected Interest Calculation 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 an Incremental Advance bearing interest at the Alternate Base Rate Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans Incremental Advance will be deemed to have been converted into Incremental Advances accruing Interest at the Alternate Base Rate Loans with respect to any Incremental Advance bearing interest at Daily One Month Term SOFR, at the end of the applicable Interest Calculation Period. 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 3.14.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.1410.4(d).

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders Majority Banks shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders Banks of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders Banks to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan Borrowing to or continue any Revolving Loan Borrowing as a SOFR LoanBorrowing, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans Tranche or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required LendersMajority Banks) 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line Loans Tranche 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 Adjusted Base Rate Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Adjusted Base Rate Loans at the end of the applicable Interest Period. 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 amounts, if any, required pursuant to Section 3.143.3.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Revolving Loans Loan during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.143.05.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, . in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.14.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.1410.4(d).

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.142.18(c).

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (iA) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) determines that reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR or Adjusted Daily Simple SOFR for cannot be determined in accordance with the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day terms of such Interest Period this Agreement or (iiB) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving SOFR Loans during and delivers written notice of such Interest Period or SOFR Swing Line Loans, then, in each casedetermination to the Administrative Agent, the Administrative Agent shall will promptly give notice thereof to so notify the BorrowerBorrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to to, or continue any Revolving Loan as as, a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause subclause (iiB), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ax) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (By) any outstanding affected SOFR Loans will be deemed to have been converted into Alternate Base Rate Loans at the end of the applicable Interest Period. 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 3.143.04.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Requisite 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Requisite 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.145.4.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Required Lenders have provided notice of such determination to Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.143.5.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan Advance or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan Advance on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line LoansAdvances, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR LoanAdvance, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans Advances or 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 or SOFR Swing Line Loans Advances (to the extent of the affected SOFR Loans, SOFR Swing Line Loans Advances 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 CB Floating Rate Loans Advances in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans Advances will be deemed to have been converted into Base CB Floating Rate Loans Advances at the end of the applicable Interest Period. 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 3.143.4.

Circumstances Affecting Benchmark Availability. Subject to clause (c) belowSection 3.05, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, in each case, then the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.14.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.143.05.

Circumstances Affecting Benchmark Availability. Subject to Unless and until a Benchmark Replacement is implemented in accordance with clause (c) below, in connection with any request for a Term SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Administrative Agent is advised by the Majority Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Revolving Loans during Term SOFR Borrowing for such Interest Period or SOFR Swing Line LoansPeriod, then, in each case, then (A) the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by Borrower and (B) thereafter until the Administrative Agent to notifies the BorrowerBorrower that such circumstances no longer exist, any the obligation of the Lenders to make Term SOFR Loans or SOFR Swing Line Loans, and any the right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a Term SOFR Loan, Loan shall be suspended (to the extent of the affected Term SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods), and the Borrower shall either (1) until repay in full (or cause to be repaid in full) the Administrative Agent then outstanding principal amount of each such Term SOFR Loan together with accrued interest thereon (subject to Section 12.12), on the last day of the then current Interest Period applicable to such Term SOFR Loan; or (2) convert the then outstanding principal amount of each such Term SOFR Loan on the last day of such Interest Period to (x) a Daily Simple SOFR Loan so long as such circumstances do not exist with respect to clause Adjusted Daily Simple SOFR or (ii), at the instruction of the Required Lendersy) 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line an ABR Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.14.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan Borrowing or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that (x) if Daily Simple 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 exist for ascertaining Adjusted Daily Simple SOFR pursuant to the definition thereof or (y) Term SOFR is utilized in any calculations hereunder or Adjusted Daily Simple 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 Term SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term (x) if Daily Simple SOFR is utilized in any calculations hereunder or Adjusted under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Daily Simple SOFR Loans or (y) 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 Term SOFR Loans during such the applicable Interest Period or SOFR Swing Line Loansand, in the case of (x) and (y) immediately above, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or or, with respect to any Term SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR LoansLoans or, with respect to any Term SOFR Swing Line Loans or Loan, 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest PeriodPeriod and any outstanding affected Daily Simple SOFR Loans will be deemed to have been converted into Base Rate Loans immediately. 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 3.144.4.

Circumstances Affecting Benchmark Availability. Subject Anything herein to clause (c) belowthe contrary notwithstanding, in connection with any request for a if, on or prior to the determination of Daily Simple SOFR Loan or Term SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason Interest Period: (i) the Administrative Agent shall determine reasonably determines (which determination shall be conclusive and binding conclusive, absent manifest error) ), or the Administrative Agent is advised by the Required Lenders,that adequate and reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR or Adjusted Daily Simple SOFR or Term SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or Period; (ii) the Required Lenders shall determine Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest error) conclusive), or the Administrative Agent is advised by the Required Lenders, that Adjusted Term SOFR or Adjusted quotations of interest rates for the relevant deposits referred to in the definition of Daily Simple SOFR does or Term SOFR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for SOFR Rate Loans as provided herein; or (iii) the Administrative Agent reasonably determines (which determination shall be conclusive), or the Administrative Agent is advised by the Required Lenders, that the relevant rates of interest referred to in the definition of “Daily Simple SOFR” or “Term SOFR”, as applicable, upon the basis of which the rate of interest for Daily Simple SOFR Loans or SOFR Rate Loans for such Interest Period, as applicable, is to be determined (without regard to the references to the Benchmark Replacement in such definition) do not adequately and fairly reflect cover the cost to such Lenders any Lender of making or maintaining such Revolving Loans during Daily Simple SOFR Loan or SOFR Rate Loan for such Interest Period or SOFR Swing Line LoansPeriod, then, in each case, as applicable; then the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of Borrower and the Lenders to make SOFR Loans or SOFR Swing Line Loansas promptly as practicable thereafter and, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect notifies the Borrower and the Lenders that the circumstances giving rise to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such noticenotice no longer exist, (Ai) any notice by the Borrower may revoke of conversion or continuation that requests the conversion of any pending request for a borrowing ofLoan to, conversion to or continuation of any Loan as, a SOFR Loans or SOFR Swing Line Loans Rate Loan shall be ineffective, and (to the extent of the affected SOFR Loans, SOFR Swing Line Loans or the affected Interest Periodsii) or, failing that, if the Borrower will requests a Loan, such Loan shall be deemed to have converted any such request into made or continued as a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.14.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a Term SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a Term SOFR Loan, shall be suspended (to the extent of the affected Term SOFR Loans or SOFR Swing Line Loans or 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 Term SOFR Loans or SOFR Swing Line Loans (to the extent of the affected Term SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) 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. 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 3.142.13.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Majority Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Majority 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Majority 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.145.02.

Circumstances Affecting Benchmark Availability. (i) Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determines that the Daily Simple S▇▇▇▇ Rate cannot be determined in accordance with the terms of this Agreement or the Required Lenders determine that the Daily Simple S▇▇▇▇ Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such S▇▇▇▇ Loans and delivers written notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Borrower and each Lender, and any outstanding Advances will, so long as such circumstances remain in effect, bear interest at the Central Bank Rate plus the Applicable Margin; provided, in each case, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do the Central Bank Rate cannot exist be determined then, so long as such circumstances remain in effect, the Loans shall bear interest at the Daily Simple S▇▇▇▇ Rate for ascertaining Adjusted the most recent S▇▇▇▇ Rate Day for which the Daily Simple S▇▇▇▇ Rate was determinable plus the Applicable Margin. Upon any such prepayment, the Borrower shall also pay accrued interest on the amount so prepaid. (ii) Subject to clause (c) below, if (A) the Administrative Agent determines that Term SOFR or Adjusted Daily Simple SOFR for cannot be determined in accordance with the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day terms of such Interest Period this Agreement or (iiB) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving SOFR Loans during and delivers written notice of such Interest Period or SOFR Swing Line Loans, then, in each casedetermination to the Administrative Agent, the Administrative Agent shall will promptly give notice thereof to so notify the BorrowerBorrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause subclause (iiB), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ax) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.143.04.

Circumstances Affecting Benchmark Availability. Subject to clause (c) Section 3.04 below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for pursuant to the applicable Interest Period definition thereof or Adjusted Term SOFR with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such the applicable Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term Daily Simple SOFR or Adjusted Daily Simple SOFR Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Revolving Loans during Loan during, with respect to Adjusted Term SOFR, such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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, (Aa) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (Bb) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans (i) with respect to any Daily Simple SOFR Loans, immediately and (ii) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. 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 3.143.07.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for pursuant to the applicable Interest Period definition thereof or Adjusted Term SOFR with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such the applicable Interest Period or (ii) the Required Lenders Banks shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term Daily Simple SOFR or Adjusted Daily Simple SOFR Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders Banks of making or maintaining any such Revolving Loans during Loan during, with respect to Adjusted Term SOFR, such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Required Banks 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 and the Banks. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders Banks to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required LendersBanks) 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. 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 3.142.13.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, then in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.142.13.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, . in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 ABR Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate ABR Loans at the end of the applicable Interest Period. 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 3.142.12.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.145.4.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a Term SOFR Loan or Daily SOFR Swing Line Loan or a conversion to or continuation thereof thereof, or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or Daily SOFR Swing Line Loan Loan, on or prior to the first day of such Interest Period or (ii) the Required Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Loans or Daily SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a Term SOFR Loan, Loan or Daily SOFR Loan shall be suspended (to the extent of the affected Term SOFR Loans or SOFR Swing Line Loans or 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 Term SOFR Loans or Daily SOFR Swing Line Loans (to the extent of the affected Term SOFR Loans, Loans or Daily SOFR Swing Line 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 (x) Daily SOFR Loans so long as Adjusted Daily Simple SOFR is not the subject of clauses (i) or (ii) above, or (y) Base Rate Loans if Adjusted Daily Simple SOFR is the subject of clauses (i) or (ii) above, in each case, in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected Term SOFR Loans will be deemed to have been converted into (x) Daily SOFR Loans so long as Adjusted Daily Simple SOFR is not the subject of clauses (i) or (ii) above, or (y) Base Rate Loans if Adjusted Daily Simple SOFR is the subject of clauses (i) or (ii) above, in each case, at the end of the applicable Interest Period, or, in the case of any Daily SOFR Loan, immediately. 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 3.145.4.

Circumstances Affecting Benchmark Availability. Subject to clause (c) belowSection 3.5, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent Lender shall determine (which determination shall be conclusive and binding absent manifest error) that (i) reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR or Adjusted Daily Simple SOFR for pursuant to the applicable Interest Period definition thereof or Term SOFR with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such the applicable Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR or Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders the Lender of making or maintaining any such Revolving Loans during Loan during, with respect to Term SOFR, such Interest Period or SOFR Swing Line Loans, thenand, in each casethe case of clause (ii), the Administrative Agent Lender shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent Lender to the Borrower, any obligation of the Lenders Lender to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) Lender 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. 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 3.143.2.

Circumstances Affecting Benchmark Availability. (i) Subject to clause (c) below, in connection with respect to any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwiseEurocurrency Loan, if for any reason (A) the Administrative Agent determines that (i) the Administrative Agent shall determine (which determination shall Eurocurrency Rate cannot be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR or Adjusted Daily Simple SOFR for determined in accordance with the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day terms of such Interest Period this Agreement or (ii) with respect to any Loan denominated in a Foreign Currency, a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Foreign Currency (including changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), (B) the Required Lenders shall determine that deposits in the applicable Foreign Currency are not being offered to banks in the applicable offshore interbank market for the applicable Foreign Currency, amount or Interest Period, or (which determination shall be conclusive and binding absent manifest errorC) the Required Lenders determine that Adjusted Term SOFR or Adjusted Daily Simple SOFR the Eurocurrency Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Eurocurrency Loans during and delivers written notice of such Interest Period or SOFR Swing Line Loansdetermination to the Administrative Agent, then, in each case, the Administrative Agent shall will promptly give notice thereof to so notify the BorrowerBorrower and each applicable Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Eurocurrency Loans or SOFR Swing Line Loansin the applicable Currency, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR LoanEurocurrency Loan in the applicable Currency, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Eurocurrency Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause subclause (iiB), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or the affected Interest Periods) and (y) any outstanding affected Eurocurrency Loans will be deemed to have been converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Foreign Currency) at the end of the applicable Interest Period or will be prepaid in full immediately at the end of the applicable Interest Period. 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 3.04. (ii) Subject to clause (c) below, if (A) the Administrative Agent determines that Term SOFR cannot be determined in accordance with the terms of this Agreement or (B) the Required Lenders determine that Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such SOFR Loans and delivers written notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to or continue any Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent (with respect to subclause (B), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.143.04.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the BorrowerBorrowers. Upon notice thereof by the Administrative Agent to the BorrowerBorrowers, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower Borrowers to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line Loans or the affected Interest Periods) or, failing that, the Borrower Borrowers 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 (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.142.13.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwisethereof, if for any reason (i) the Administrative Agent shall determine determines (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Alternate Base Rate Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Alternate Base Rate Loans at the end of the applicable Interest Period. 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 3.143.04.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a Term SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason reason, prior to the commencement of the applicable Interest Period for a proposed Term SOFR Loan, (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a such proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Term SOFR Loans during such Interest Period or and, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent prior to the commencement of such Interest Period for such Term SOFR Swing Line Loans, then, in each case, the Administrative Agent shall promptly give notice thereof to the BorrowerBorrower Representative. Upon notice thereof by the Administrative Agent to the BorrowerBorrower Representative, any obligation of the Lenders to make Term SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower Borrowers to convert any Revolving Loan to or continue any Revolving Loan as a Term SOFR Loan, shall be suspended (to the extent of the affected Term SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect notifies the Borrower Representative that the circumstances giving rise to clause (ii), at the instruction of the Required Lenders) revokes such noticenotice no longer exist. Upon receipt of such notice, (A) the Borrower Representative may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans or SOFR Swing Line Loans (to the extent of the affected Term SOFR Loans, SOFR Swing Line Loans or the affected Interest Periods) or, failing that, the Borrower Representative will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate ABR Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.14subsection 4.12.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion Conversion to or continuation Continuation thereof or otherwise, if for any reason (i) 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 Daily Simple SOFR pursuant to the definition thereof or Adjusted Daily Simple Term SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term Daily Simple SOFR or Adjusted Daily Simple SOFR Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Revolving Loans during Loan during, with respect to Adjusted Term SOFR, such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Requisite 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert Convert any Revolving Loan to or continue Continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Requisite Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion Conversion to or continuation Continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted Converted any such request into a request for a borrowing of or conversion Conversion to Base Rate Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted Converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. Upon any such prepayment or conversionConversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedConverted, together with any additional amounts required pursuant to Section 3.144.4.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, then in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.142.12.

Circumstances Affecting Benchmark Availability. (i) Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determines that the Daily Simple S▇▇▇▇ Rate cannot be determined in accordance with the terms of this Agreement or the Required Lenders determine that the Daily Simple S▇▇▇▇ ▇▇▇▇ does not adequately and fairly reflect the cost to such Lenders of making or maintaining such S▇▇▇▇ ▇▇▇▇▇ and delivers written notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Borrower and each Lender, and any outstanding Advances will, so long as such circumstances remain in effect, bear interest at the Central Bank Rate plus the Applicable Margin; provided, in each case, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do the Central Bank Rate cannot exist be determined then, so long as such circumstances remain in effect, the Loans shall bear interest at the Daily Simple S▇▇▇▇ ▇▇▇▇ for ascertaining Adjusted the most recent S▇▇▇▇ Rate Day for which the Daily Simple S▇▇▇▇ ▇▇▇▇ was determinable plus the Applicable Margin. Upon any such prepayment, the Borrower shall also pay accrued interest on the amount so prepaid. (ii) Subject to clause (c) below, if (A) the Administrative Agent determines that Term SOFR or Adjusted Daily Simple SOFR for cannot be determined in accordance with the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day terms of such Interest Period this Agreement or (iiB) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving SOFR Loans during and delivers written notice of such Interest Period or SOFR Swing Line Loans, then, in each casedetermination to the Administrative Agent, the Administrative Agent shall will promptly give notice thereof to so notify the BorrowerBorrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause subclause (iiB), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ax) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (By) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.143.04. (iii) (a)

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent Lender 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 or Adjusted Daily Simple SOFR for pursuant to the applicable Interest Period definition thereof or Adjusted Term SOFR with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such the applicable Interest Period or (ii) Period, then the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loans, then, in each case, the Administrative Agent Lender shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent Lender to the Borrower, any obligation of the Lenders Lender to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) Lender 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Prime Rate Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Prime Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. 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 3.143.07.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.145.9.

Circumstances Affecting Benchmark Availability. Subject to clause (cb) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders Banks shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders Banks of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Required Banks 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. Upon notice thereof by the Administrative Agent to the BorrowerBorrowers, any obligation of the Lenders Banks to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower Borrowers to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required LendersBanks) revokes such notice. Upon receipt of such notice, (A) the Borrower Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line Loans or the affected Interest Periods) or, failing that, the applicable Borrower 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 (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.142.10.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan Borrowing or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that (x) if Adjusted Daily Simple 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 exist for ascertaining Adjusted Daily Simple SOFR pursuant to the definition thereof or (y) Adjusted 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 exist for ascertaining Adjusted Term SOFR or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that (x) if Adjusted Term Daily Simple SOFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Adjusted Daily Simple SOFR Loans or (y) if Adjusted 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, Adjusted Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Term SOFR Loans during such the applicable Interest Period or SOFR Swing Line Loansand, in the case of (x) and (y) immediately above, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or or, with respect to any Term SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.14.clause

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for an Incremental Advance bearing interest at a rate based on Daily One Month Term SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest demonstrable error) that reasonable and adequate means do not exist for ascertaining Adjusted Daily One Month Term SOFR or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed Incremental Advance bearing interest by reference to Daily One Month Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest the applicable Calculation Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest demonstrable error) that Adjusted Daily One Month Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Revolving Loans during Incremental Advance during, with respect to SOFR, such Interest Calculation Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Incremental Advances bearing interest at a rate based on Daily One Month Term SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan Incremental Advance as an Incremental Advance bearing interest at a SOFR Loanrate based on Daily One Month Term SOFR, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans Incremental Advance or the affected Interest Calculation Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice, which the Administrative Agent ▇▇▇▇▇▇ agrees to do promptly following its determination (with respect to clause (i)) or promptly following its receipt of instruction from the Required Lenders (with respect to clause (ii)) that the applicable aforementioned circumstances have ceased to exist. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Incremental Advances bearing interest at a rate based on Daily One Month Term SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line Loans Incremental Advance or the affected Interest Calculation 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 an Incremental Advance bearing interest at a rate based on the Alternate Base Rate Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans Incremental Advance will be deemed to have been converted into Incremental Advances accruing Interest at a rate based on the Alternate Base Rate Loans with respect to any Incremental Advance bearing interest at a rate based on Daily One Month Term SOFR, at the end of the applicable Interest Calculation Period. 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 3.141.7(f).

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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 BorrowerBorrowers. Upon notice thereof by the Administrative Agent to the BorrowerBorrowers, any ​ -77- 4147-6459-6034 ​ obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower Borrowers to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line Loans or the affected Interest Periods) or, failing that, the Borrower Borrowers 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 (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.14.2.13. ​

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan Borrowing or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or Period, (ii) the Required Lenders 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 ascertaining Adjusted Daily Simple SOFR with respect to a proposed Adjusted Daily Simple SOFR Loan or (iv) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or Adjusted Daily Simple SOFR Swing Line Loans, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or or, with respect to any Term SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR LoansLoans or, with respect to any Term SOFR Swing Line Loans or Loan, 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest PeriodPeriod and any outstanding affected Adjusted Daily Simple SOFR Loans will be deemed to have been converted into Base Rate Loans immediately. 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 3.144.4.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a Daily Simple SOFR Loan or Term SOFR Swing Line Loan Loan, as applicable, or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for pursuant to the applicable Interest Period definition thereof with respect ​ to a Daily Simple SOFR Loan or Term SOFR with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such the applicable Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term Daily Simple SOFR or Adjusted Daily Simple SOFR Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Revolving Loans during Loan during, with respect to Adjusted Term SOFR, such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Daily Simple SOFR Loans or Term SOFR Swing Line Loans, as applicable, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a Daily Simple SOFR Loan or Term SOFR Loan, as applicable, shall be suspended (to the extent of the affected Daily Simple SOFR Loans or Term SOFR Swing Line Loans Loans, as applicable, or 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 Daily Simple SOFR Loans or Term SOFR Swing Line Loans Loans, as applicable, (to the extent of the affected Daily Simple SOFR Loans or Term SOFR Loans, SOFR Swing Line Loans as applicable, 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected Daily Simple SOFR Loans or Term SOFR Loans, as applicable, will be deemed to have been converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. 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 3.143.05.

Circumstances Affecting Benchmark Availability. (i) Subject to clause (c) below, if the Administrative Agent determines that the ▇▇▇▇▇ ▇▇▇▇ cannot be determined in connection accordance with the terms of this Agreement or the Required Lenders determine that the ▇▇▇▇▇ ▇▇▇▇ does not adequately and fairly reflect the cost to such Lenders of making or maintaining such ▇▇▇▇▇ ▇▇▇▇▇ and delivers written notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Company and each Lender, and any outstanding Advances will, so long as such circumstances remain in effect, bear interest at the Central Bank Rate plus the Applicable Margin. Upon receipt of such notice, (x) the Company may revoke any pending request for a SOFR Loan or SOFR Swing Line Loan or a borrowing of, conversion to or continuation thereof of ▇▇▇▇▇ Loans in the affected currency and the Company shall either (y)(i) prepay any outstanding affected ▇▇▇▇▇ Loans immediately or otherwise(ii) convert such affected ▇▇▇▇▇ Loans to Alternate Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Foreign Currency) immediately. Upon any such prepayment, the Company shall also pay accrued interest on the amount so prepaid, together with any additional amounts required pursuant to Section 3.04. (ii) Subject to clause (c) below, if for any reason (iA) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) determines that reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR or Adjusted Daily Simple SOFR for cannot be determined in accordance with the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day terms of such Interest Period this Agreement or (iiB) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving SOFR Loans during and delivers written notice of such Interest Period or SOFR Swing Line Loans, then, in each casedetermination to the Administrative Agent, the Administrative Agent shall will promptly give notice thereof to so notify the BorrowerCompany and each Lender. Upon notice thereof by the Administrative Agent to the BorrowerCompany, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower Company to convert any Revolving Loan to to, or continue any Revolving Loan as as, a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause subclause (iiB), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ax) the Borrower Company may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (By) any outstanding affected SOFR Loans will be deemed to have been converted into Alternate Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower Company shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.143.04. (iii) Subject to clause (c) below, if (A) the Administrative Agent determines that the applicable Eurocurrency Base Rate for any Eurocurrency Loan cannot be determined in accordance with the terms of this Agreement or (B) the Required Lenders determine that the applicable Eurocurrency Base Rate for any Eurocurrency Loan does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Eurocurrency Loans and delivers written notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Company and each Lender. Upon notice thereof by the Administrative Agent to the Company, any obligation of the Lenders to make Eurocurrency Loans in the affected currency or the affected Interest Period shall be suspended (to the extent of the affected Eurocurrency Loans or the affected Interest Periods) until the Administrative Agent (with respect to subclause (B), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Eurocurrency Loans in the affected currency and the Borrower shall either (y) (i) prepay any outstanding affected Eurocurrency Loans at the end of the applicable Interest Period or (ii) convert such affected Eurocurrency Loans to Alternate Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Foreign Currency) at the end of the applicable Interest Period. Upon any such prepayment, the Company shall also pay accrued interest on the amount so prepaid, together with any additional amounts required pursuant to Section 3.04.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, in each case, then the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.14.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders Banks shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders Banks of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders Banks to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required LendersBanks) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request Request for a borrowing Borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request Request for a borrowing Borrowing of or conversion to Adjusted Base Rate Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Adjusted Base Rate Loans at the end of the applicable Interest Period. 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 amounts, if any, required pursuant to Section 3.143.3.

Circumstances Affecting Benchmark Availability. Subject to clause subsection (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan Advance or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan Advance on or prior to the first day of such Interest Period or (ii) the Required Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans Advances during such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Requisite 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. Upon notice thereof by the Administrative Agent to the Borrower▇▇▇▇▇▇▇▇, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line LoansAdvances, and any right of the Borrower to convert any Revolving Loan Advance to or continue any Revolving Loan Advance as a SOFR LoanAdvance, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans Advances or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Requisite 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 or SOFR Swing Line Loans Advances (to the extent of the affected SOFR Loans, SOFR Swing Line Loans Advances 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 Alternated Base Rate Loans Advances in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans Advances will be deemed to have been converted into Alternate Base Rate Loans Advances at the end of the applicable Interest Period. 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 3.143.1(f).

Circumstances Affecting Benchmark Availability. Subject to clause (ciii) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, then in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.142.17.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a Term SOFR Loan or SOFR Swing Line Loan Advance or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Paying 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan Advance on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans Advances during such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Paying Agent, then, in each case, the Administrative Paying Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Paying Agent to the Borrower, any obligation of the Lenders to make Term SOFR Loans or SOFR Swing Line LoansAdvances, and any right of the Borrower to convert any Revolving Loan Advance to or continue any Revolving Loan Advance as a Term SOFR LoanAdvance, shall be suspended (to the extent of the affected Term SOFR Loans or SOFR Swing Line Loans Advances or the affected Interest Periods) until the Administrative Paying 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 Term SOFR Loans or SOFR Swing Line Loans Advances (to the extent of the affected Term SOFR Loans, SOFR Swing Line Loans Advances 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 Loans Advances in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected Term SOFR Loans Advances will be deemed to have been converted into Base Rate Loans Advances at the end of the applicable Interest Period. 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 3.148.03(c).

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) on or prior to the first day of an Interest Period that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Required Lenders have provided notice and certification of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the BorrowerBorrower and, in the case of clause (i), the Lenders. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.145.14.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 ABR Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate ABR Loans at the end of the applicable Interest Period. 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 3.142.14.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders any Lender shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders Lender of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, then in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loansthat accrue Interest at the affected Alternative Rate, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR LoanLoan that accrues Interest at the affected Alternative Rate, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans 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 Loans or SOFR Swing Line Loans that accrue Interest at the affected Alternative Rate (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.14Breakage Costs.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan Advance or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan Advance on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans Advances during such Interest Period or SOFR Swing Line LoansPeriod, then, in each case, the lxxxi Administrative Agent shall promptly give notice thereof to the BorrowerBorrower Representative. Upon notice thereof by the Administrative Agent to the BorrowerBorrower Representative, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line LoansAdvances, and any right of the Borrower Borrowers to convert any Revolving Loan Advances to or continue any Revolving Loan Advance as a SOFR LoanAdvance, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans Advances or 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 Borrowers may revoke any pending request for a borrowing Notice of Borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans Advances (to the extent of the affected SOFR Loans, SOFR Swing Line Loans Advances or the affected Interest Periods) or, failing that, the Borrower Borrowers will be deemed to have converted any such request into a request for a borrowing Notice of Borrowing of or conversion to Base Rate Loans Advances in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans Advances will be deemed to have been converted into Base Rate Loans Advances at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts amounts, if any, required pursuant to Section 3.142.11.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a Term SOFR Loan or Daily SOFR Swing Line Loan or a conversion to or continuation thereof thereof, or a SOFR Margin Loan, or otherwise, if for any reason (i) 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 applicable Interest Period with respect to a proposed Term SOFR Loan or Adjusted Daily Simple SOFR Loan, or SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan Margin Loan, on or prior to the first day of such Interest Period or Period, (ii) the Required Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or (iii) any Lender that has outstanding a Bid Rate Quote with respect to a SOFR Swing Line LoansMargin Loan reasonably determines (which determination shall be conclusive) that SOFR will not adequately and fairly reflect the cost to such Lender of making or maintaining such SOFR Margin Loan, then, in each case, the Administrative Agent shall promptly give notice thereof to the BorrowerCompany. Upon notice thereof by the Administrative Agent to the BorrowerCompany, any obligation of the Lenders to make Term SOFR Loans or Daily SOFR Swing Line Loans, and any right of the Borrower Borrowers to convert any Revolving Loan to or continue any Revolving Loan as a Term SOFR Loan, Loan or Daily SOFR Loan shall be suspended (to the extent of the affected Term SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods), and in the case of clause (iii) above, no Lender that has outstanding a Bid Rate Quote with respect to a SOFR Margin Loan shall be under any obligation to make such Loan, until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Requisite Lenders) revokes such notice. Upon receipt of such notice, (A) the a Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans or Daily SOFR Swing Line Loans (to the extent of the affected Term SOFR Loans, Loans or Daily SOFR Swing Line Loans or the affected Interest Periods) or, failing that, the applicable Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to (x) Daily SOFR Loans so long as Daily Simple SOFR is not the subject of clauses (i) or (ii) above, or (y) Base Rate Loans if Daily Simple SOFR is the subject of clauses (i) or (ii) above, in each case, in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected Term SOFR Loans will be deemed to have been converted into (x) Daily SOFR Loans so long as Daily Simple SOFR is not the subject of clauses (i) or (ii) above, or (y) Base Rate Loans if Daily Simple SOFR is the subject of clauses (i) or (ii) above, in each case, at the end of the applicable Interest Period. Upon , or, in the case of any such prepayment Daily SOFR Loan, 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 3.14SOFR Margin Loan immediately.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders Majority Banks shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders Banks of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, in each case, the Administrative Agent shall promptly give notice thereof to the BorrowerBorrower and the Banks by telephone or fax as promptly as practicable thereafter. Upon notice thereof by the Administrative Agent to the BorrowerBorrower and the Banks, any obligation of the Lenders Banks to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required LendersMajority Banks) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 ABR Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate ABR Loans at the end of the applicable Interest Period. 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 amounts, if any, required pursuant to Section 3.145.02.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Term Benchmark Loan or SOFR Swing Line RFR Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Loan that reasonable and adequate means do not exist for ascertaining the Adjusted Term SOFR Rate (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period SOFR; or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that (A) prior to the commencement of any Interest Period for a Term Benchmark Loan that the Adjusted Term SOFR or Adjusted Daily Simple SOFR does Rate for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining such Revolving their Loans during (or Loan) for such Interest Period Period, or (B) at any time, the applicable Adjusted Daily Simple SOFR Swing Line Loanswill not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan), then, in each case, then the Administrative Agent shall promptly give notice thereof to the Borrower. Upon receipt of such notice thereof by and thereafter, (x) the Administrative Agent to notifies the Borrower, any obligation of Borrower and the Lenders that the circumstances giving rise to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (such notice no longer exist with respect to clause the relevant Benchmark and (ii), at y) the instruction Borrower delivers a new Notice of Conversion/Continuation in accordance with the Required Lenders) revokes such notice. Upon receipt terms of such noticeSection 5.2 or a new Notice of Borrowing in accordance with the terms of Section 2.3, (A) any Notice of Conversion/Continuation that requests the Borrower may revoke conversion of any pending request for a borrowing ofLoan to, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent any Loan as, a Term Benchmark Loan and any Notice of the affected SOFR Loans, SOFR Swing Line Loans or the affected Interest Periods) or, failing that, the Borrower will Borrowing that requests a Term Benchmark Loan shall instead be deemed to have converted any such request into be a request Notice of Conversion/Continuation or a Notice of Borrowing, as applicable, for a borrowing of or conversion to Base Rate Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will Notice of Borrowing that requests an RFR Loan shall instead be deemed to have been converted into be a Notice of Borrowing for a Base Rate Loan; provided that if the circumstances giving rise to such notice affect only one type of Loans, then all other types of Loans at shall be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the end date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 5.8(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Conversion/Continuation in accordance with the terms of Section 5.2 or a new Notice of Borrowing in accordance with the terms of Section 2.3, (1) any Term Benchmark Loan shall on the last day of the Interest Period. Upon applicable to such Loan be converted by the Administrative Agent to, and shall constitute, an Base Rate Loan, and (2) any RFR Loan shall on and from such prepayment or conversionday be converted by the Administrative Agent to, the Borrower and shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.14constitute a Base Rate Loan.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine in good faith (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.142.17.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR pursuant to definition thereof or Term SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR or Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Revolving Loans during Loan during, with respect to Term SOFR, such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 ABR Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate ABR Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. 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 3.142.16.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.142.13.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine in good faith (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.14.2.17. -29-

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period or the Index Rate with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or Periodic Term SOFR Index Rate Determination Day, as applicable, or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR for such Interest Period or Adjusted Daily Simple SOFR the Index Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansapplicable period 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans (x) at the end of the applicable Interest PeriodPeriod in the case of Term SOFR Loans and (y) at the end of the current calendar month in the case of Index Rate Loans. 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 3.142.16.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such the applicable Interest Period or Adjusted Daily Simple SOFR with respect to a proposed Daily Simple SOFR Loan or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining (x) such Revolving Loans Term SOFR Loan during such Interest Period or (y) such Daily Simple SOFR Swing Line LoansLoan, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Loans or Daily Simple SOFR Swing Line Loans, as the case may be, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a Term SOFR Loan or Daily Simple SOFR Loan, as the case may be, shall be suspended (to the extent of the affected Term SOFR Loans or SOFR Swing Line Loans or the affected Interest PeriodsPeriods or affected Daily Simple SOFR Loans) 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 Term SOFR Loans or SOFR Swing Line Loans (to the extent of the affected Term SOFR Loans, SOFR Swing Line Loans or the affected Interest Periods) or Daily Simple SOFR Loans or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Daily Simple SOFR Loans to the extent available, in the case of Term SOFR Loans, or otherwise to Base Rate Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected Term SOFR Loans will be deemed to have been converted into Daily Simple SOFR Loans to the extent available, or otherwise to Base Rate Loans at the end of the applicable Interest Period, and any outstanding affected Daily Simple SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest PeriodLoans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with with, in the case of Term SOFR Loans, any additional amounts required pursuant to Section 3.14.3.05. (b)

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, . in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Requisite 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.145.4.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.142.13.

Circumstances Affecting Benchmark Availability. Subject to clause (cSection 11.3(b) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason if: (i) the Administrative Agent shall determine determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a SOFR Borrowing, that adequate and reasonable and adequate means do not exist for ascertaining the Adjusted Term SOFR Rate or Adjusted Daily Simple Term SOFR (including because the Term SOFR Reference Rate is not available or published on a current basis) for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or Period; or (ii) the Required Administrative Agent is advised by the Majority Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that prior to the commencement of any Interest Period for a SOFR Borrowing, the Adjusted Term SOFR or Adjusted Daily Simple SOFR does Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Advances (or its Advance) included in such Revolving Loans during Borrowing for such Interest Period or SOFR Swing Line Loans, then, in each case, Period; then the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, relevant Benchmark and any right of (y) the Borrower to convert any delivers a new Request for Revolving Loan to or continue any Revolving Loan as a SOFR LoanCredit Advance in accordance with the terms of Section 2.3, shall be suspended (to the extent of the affected SOFR Loans Borrowing or SOFR Swing Line Loans or the affected Interest Periods) until Period, any Request for Revolving Credit Advance that requests the conversion of any Borrowing to, or continuation of any MRC Energy Company Credit Agreement 119 Borrowing as, a SOFR Borrowing and any Request for Revolving Credit Advance that requests a SOFR Borrowing shall instead be deemed to be a Request for Revolving Credit Advance, for an ABR Borrowing. Furthermore, if any affected SOFR Advance is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent (referred to in this Section 11.3(a) with respect to clause the Adjusted Term SOFR Rate applicable to such SOFR Advance, then until (ii), at x) the instruction of Administrative Agent notifies the Required Lenders) revokes Borrower and the Lenders that the circumstances giving rise to such notice. Upon receipt of such notice, notice no longer exist with respect to the relevant Benchmark and (Ay) the Borrower may revoke delivers a new Request for Revolving Credit Advance in accordance with the terms of Section 2.3, any pending request for a borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to Advance shall on the extent last day of the affected SOFR Loans, SOFR Swing Line Loans Interest Period applicable to such Advance (or the affected Interest Periods) ornext succeeding Business Day if such day is not a Business Day), failing thatbe converted by the Administrative Agent to, the Borrower 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 (orand shall constitute, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.14an ABR Advance.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 ABR Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate ABR Loans at the end of the applicable Interest Period. 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 3.142.15.

Circumstances Affecting Benchmark Availability. (i) Subject to clause (c) below, in connection with any Term SOFR Loan, a request for a SOFR Loan or SOFR Swing Line Loan or therefor, a conversion to or continuation thereof or otherwise, if for any reason (i) 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 ascertaining Adjusted Term SOFR or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Requisite Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such the applicable Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Requisite 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a Term SOFR Loan, shall be suspended (to the extent of the affected Term SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Requisite 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 Term SOFR Loans or SOFR Swing Line Loans (to the extent of the affected Term SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) 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. 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 3.14‎Section 5.4.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the BorrowerBorrowers, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower Borrowers to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 Borrowers may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line Loans or the affected Interest Periods) or, failing that, the Borrower Borrowers will be deemed to have converted any such request into a request for a borrowing Borrowing of or conversion to Base Rate Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.14Error! Reference source not found. of this Agreement.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if 202564162_8 for any reason (i) 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 or Adjusted Daily Simple SOFR for pursuant to the applicable Interest Period definition thereof or Adjusted Term SOFR with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such the applicable Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term Daily Simple SOFR or Adjusted Daily Simple SOFR Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Revolving Loans during Loan during, with respect to Adjusted Term SOFR, such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. 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 3.144.9.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that (A) reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (B) reasonable and adequate means do not exist for ascertaining the applicable Daily Simple SOFR or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted (A) Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or Adjusted maintaining such Loans during such Interest Period or (B) Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Daily Simple SOFR Loans during and, in each case, the Required Lenders have provided notice of such Interest Period or SOFR Swing Line Loans, determination to the Administrative Agent then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Loans or Daily Simple SOFR Swing Line Loans, as applicable, and any right of the Borrower to convert any Revolving Loan to a Term SOFR Loan or a Daily Simple SOFR Loan, as applicable, or continue any Revolving Loan as a Term SOFR LoanLoan at the end of the Interest Period then applicable thereto, shall be suspended (to the extent of the affected Daily Simple SOFR Loans or Loans, affected Term SOFR Swing Line Loans or 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 Term SOFR Loans or SOFR Swing Line Loans (to the extent of the affected Term SOFR Loans, SOFR Swing Line Loans or the affected Interest Periods) or Daily Simple SOFR Loans, as applicable, or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to, as applicable, (1) in the case of a request with respect to Term SOFR Loans, Daily Simple SOFR Loans so long as the Daily Simple SOFR is not also the subject of Section 3.03(a)(i) or 3.03(a)(ii) or (2) Base Rate Loans if the Daily Simple SOFR also is the subject of Section 3.03(a)(i) or 3.03(a)(ii), in each case, in the amount specified therein (ortherein, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans converted, at the end of the Interest Period then applicable thereto, into (1) Daily Simple SOFR Loans so long as the Daily Simple SOFR is not also the subject of Section 3.03(a)(i) or 3.03(a)(ii) or (2) Base Rate Loans if the Daily Simple SOFR also is the subject of Section 3.03(a)(i) or 3.03(a)(ii) and (C) any outstanding affected Daily Simple SOFR Loans will be deemed to have been converted, on the first Business Day after receipt of such notice (or, in the case of Section 3.03(a)(ii), the next Interest PeriodPayment Date applicable thereto), into Base Rate Loans. 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 3.143.05.

Circumstances Affecting Benchmark Availability. (i) Subject to clause (c) below, if the Administrative Agent determines that the ▇▇▇▇▇ ▇▇▇▇ cannot be determined in connection accordance with the terms of this Agreement or the Required Lenders determine that the ▇▇▇▇▇ ▇▇▇▇ does not adequately and fairly reflect the cost to such Lenders of making or maintaining such ▇▇▇▇▇ ▇▇▇▇▇ and delivers written notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Borrower and each Lender, and any outstanding Advances will, so long as such circumstances remain in effect, bear interest at the Central Bank Rate plus the Applicable Margin. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a SOFR Loan or SOFR Swing Line Loan or a borrowing of, conversion to or continuation thereof of ▇▇▇▇▇ Loans in the affected currency and the Borrower shall either (y)(i) prepay any outstanding affected ▇▇▇▇▇ Loans immediately or otherwise(ii) convert such affected ▇▇▇▇▇ Loans to Alternate Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Foreign Currency) immediately. Upon any such prepayment, the Borrower shall also pay accrued interest on the amount so prepaid, together with any additional amounts required pursuant to Section 3.04. (ii) Subject to clause (c) below, if for any reason (iA) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) determines that reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR or Adjusted Daily Simple SOFR for cannot be determined in accordance with the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day terms of such Interest Period this Agreement or (iiB) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving SOFR Loans during and delivers written notice of such Interest Period or SOFR Swing Line Loans, then, in each casedetermination to the Administrative Agent, the Administrative Agent shall will promptly give notice thereof to so notify the BorrowerBorrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to to, or continue any Revolving Loan as as, a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause subclause (iiB), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ax) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (By) any outstanding affected SOFR Loans will be deemed to have been converted into Alternate Base Rate Loans at the end of the applicable Interest Period. 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 3.143.04. (iii) (a) IfSubject to clause (c) below, if (A) the Administrative Agent determines that the applicable Eurocurrency Base Rate for any Eurocurrency Loan cannot be determined in accordance with the terms of this Agreement or (B) the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Loan or a ▇▇▇▇▇ Loan or a conversion to or continuation thereof, as applicable, that (x)(i) deposits (whether in Dollars or a Foreign Currency (other than Sterling)) are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurocurrency Loan or (ii) adequate and reasonable means do not exist for determining the (I)the applicable Eurocurrency Base Rate for any requested Interest Period or (II) ▇▇▇▇▇ ▇▇▇▇, with respect to a proposed ▇▇▇▇▇ Loan or Eurocurrency Loan (whether denominated in Dollars or a Foreign Currency), as applicable, and clause (b)(i) does not apply or (y) the Required Lenders determine that (I) Eurocurrency Base Rate for any requested Interest Period or (II) ▇▇▇▇▇ Rate, with respect to a proposed Eurocurrency Loan or ▇▇▇▇▇ ▇▇▇▇, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Loan (which determination shall be made by noticemaking or maintaining such Eurocurrency Loans and delivers written notice of such determination to the Administrative Agent), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, theUpon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to convert Alternate Base Rate Loans to, or to continue, make or maintainmake Eurocurrency Loans or ▇▇▇▇▇ Loans, as applicable, in the affected currency or the affected Interest Period shall be suspended (to the extent of the affected Eurocurrency Loans or the affected Interest Periods) until the Administrative Agent (uponwith respect to subclause (B), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ax) the Borrower may revoke any pending request for an Advancea borrowing of, conversion to or continuation of Eurocurrency Loans or ▇▇▇▇▇ Loans ofin the affected currency or, failing that, (i) with respect toand the Borrower shall either (y) (i) prepay any outstanding affected Eurocurrency Loans, will be deemed to have converted such request into a request for Alternate Base Rate Loans in the amount specified therein or (ii) with respect to ▇▇▇▇▇ Loans, such request shall be ineffective and (B) any outstanding so affected ▇▇▇▇▇ Loans shall either (1) be converted into at the end of the applicable Interest Period or (ii) convert such affected Eurocurrency Loans to Alternate Base Rate Loans denominated in US Dollars (in an amount equal to the Dollar Equivalent thereof) immediately or (2) be prepaid in full immediately; provided that if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such noticeof such Foreign Currency) at the end of the applicable Interest Period. Upon any such prepayment, the Borrower shall be deemed to have elected clause (1) abovealso pay accrued interest on the amount so prepaid, together with any additional amounts required pursuant to Section 3.04.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan Borrowing or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that (x) if Daily Simple 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 exist for ascertaining Adjusted Daily Simple SOFR pursuant to the definition thereof or (y) Term SOFR is utilized in any calculations hereunder or Adjusted Daily Simple 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 Term SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or Period, (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term (x) if Daily Simple SOFR is utilized in any calculations hereunder or Adjusted under any other Loan Document with respect to Obligations, interest, fees, commissions or other amounts, Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Daily Simple SOFR Loans or (y) 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 Term SOFR Loans during such the applicable Interest Period and, in the case of (x) and (y) immediately above, the Required Lenders have provided notice of such determination to the Administrative Agent or (iii) any Lender that has an outstanding Bid Rate Quote with respect to a Term SOFR Swing Line LoansMargin Loan reasonably determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR will not adequately and fairly reflect the cost to such Lender of making and maintaining such Term SOFR Margin Loan, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or or, with respect to any Term SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR LoansLoans or, with respect to any Term SOFR Swing Line Loans or Loan, 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest PeriodPeriod and any outstanding affected Daily Simple SOFR Loans will be deemed to have been converted into Base Rate Loans immediately and (C) in the case of clause (iii) above, no Lender that has an outstanding Bid Rate Quote with respect to a Term SOFR Margin Loan shall be under an obligation to make such Loan. 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 3.144.4.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.142.16.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a Term SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders Banks shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders Banks of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Required Banks 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders Banks to make Term SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a Term SOFR Loan, shall be suspended (to the extent of the affected Term SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required LendersBanks) 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 Term SOFR Loans or SOFR Swing Line Loans (to the extent of the affected Term SOFR Loans, SOFR Swing Line 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 ABR Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate ABR Loans at the end of the applicable Interest Period. 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 3.142.13.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan Loan, the continuance or maintenance of outstanding SOFR Swing Line Loan or a conversion to or continuation thereof Loans or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior pursuant to the first day of such Interest Period definition thereof or (ii) one or more Lenders whose Credit Exposure constitutes more than sixty-six and two thirds percent (66 ⅔%) of the Required Credit Exposure of all Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during and, in the case of clause (ii), such Interest Period or SOFR Swing Line LoansLenders 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 and the Derivatives Creditors. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make make, continue or maintain SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest PeriodsLoans) 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Loans bearing interest at the Applicable Alternate Rate Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have immediately been converted into Base Rate Loans bearing interest at the end of the applicable Interest PeriodApplicable Alternate Rate. 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 3.14.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior pursuant to the first day of such Interest Period definition thereof or (ii) the Required Lenders Majority of Holders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders Series 2012-1 Noteholders of making or maintaining such Revolving Loans during and, in the case of clause (ii), the Majority of Holders have provided notice of such Interest Period or SOFR Swing Line Loansdetermination to the Administrative Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the BorrowerIssuer. Upon notice thereof by the Administrative Agent to the BorrowerIssuer, any obligation of the Lenders Series 2012-1 Noteholders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower Issuer to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest PeriodsLoans) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required LendersMajority of Holders ) revokes such notice. Upon receipt of such notice, (A) the Borrower Issuer may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line Loans or the affected Interest Periods) or, failing that, the Borrower Issuer 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 (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Periodimmediately. Upon any such prepayment or conversion, the Borrower Issuer shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.14214.

Circumstances Affecting Benchmark Availability. Subject to clause (cb) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion Conversion to or continuation Continuation thereof or otherwise, if for any reason (i) 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 Daily Simple SOFR pursuant to the definition thereof or Adjusted Daily Simple Term SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term Daily Simple SOFR or Adjusted Daily Simple SOFR Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Revolving Loans during Loan during, with respect to Adjusted Term SOFR, such Interest Period or SOFR Swing Line Loansand, in the case of clause (ii), the Requisite 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert Convert any Revolving Loan to or continue Continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Requisite Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion Conversion to or continuation Continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted Converted any such request into a request for a borrowing of or conversion Conversion to (x) Daily Simple SOFR Loans so long as Adjusted Daily Simple SOFR is not the subject of clauses (i) or (ii) above, or (y) Base Rate Loans if Adjusted Daily Simple SOFR is the subject of clauses (i) or (ii) above, in each case, in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted so Converted into Daily Simple SOFR Loans or Base Rate Loans Loans, as applicable, (x) in the case of any Term SOFR Loan, at the end of the applicable Interest PeriodPeriod or (y) in the case of any Daily Simple SOFR Loan, immediately. Upon any such prepayment or conversionConversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedConverted, together with any additional amounts required pursuant to Section 3.14‎Section 4.4. If any Revolving Lender that has outstanding a Bid Rate Quote with respect to a SOFR Margin Loan reasonably determines (which determination shall be conclusive) that Adjusted Term SOFR or Adjusted Daily Simple SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Revolving Lender of making or maintaining such SOFR Margin Loan, then the Administrative Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, no Revolving Lender that has outstanding a Bid Rate Quote with respect to a SOFR Margin Loan shall be under any obligation to make such Loan.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a Term SOFR Loan or Daily SOFR Swing Line Loan or a conversion to or continuation thereof thereof, or a SOFR Margin Loan, or otherwise, if for any reason (i) 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 applicable Interest Period with respect to a proposed Term SOFR Loan or Adjusted Daily Simple SOFR Loan, or SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan Margin Loan, on or prior to the first day of such Interest Period or Period, (ii) the Required Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or (iii) any Lender that has outstanding a Bid Rate Quote with respect to a SOFR Swing Line LoansMargin Loan reasonably determines (which determination shall be conclusive) that SOFR will not adequately and fairly reflect the cost to such Lender of making or maintaining such SOFR Margin Loan, then, in each case, the Administrative Agent shall promptly give notice thereof to the BorrowerCompany. Upon notice thereof by the Administrative Agent to the BorrowerCompany, any obligation of the Lenders to make Term SOFR Loans or Daily SOFR Swing Line Loans, and any right of the Borrower Borrowers to convert any Revolving Loan to or continue any Revolving Loan as a Term SOFR Loan, Loan or Daily SOFR Loan shall be suspended (to the extent of the affected Term SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods), and in the case of clause (iii) above, no Lender that has outstanding a Bid Rate Quote with respect to a SOFR Margin Loan shall be under any obligation to make such Loan, until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Requisite Lenders) revokes such notice. Upon receipt of such notice, (A) the a Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans or Daily SOFR Swing Line Loans (to the extent of the affected Term SOFR Loans, Loans or Daily SOFR Swing Line Loans or the affected Interest Periods) or, failing that, the applicable Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to (x) Daily SOFR Loans so long as Adjusted Daily Simple SOFR is not the subject of clauses (i) or (ii) above, or (y) Base Rate Loans if Adjusted Daily Simple SOFR is the subject of clauses (i) or (ii) above, in each case, in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected Term SOFR Loans will be deemed to have been converted into (x) Daily SOFR Loans so long as Adjusted Daily Simple SOFR is not the subject of clauses (i) or (ii) above, or (y) Base Rate Loans if Adjusted Daily Simple SOFR is the subject of clauses (i) or (ii) above, in each case, at the end of the applicable Interest Period, or, in the case of any Daily SOFR Loan, or SOFR Margin Loan immediately. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.144.4.

Circumstances Affecting Benchmark Availability. Subject to clause (cb) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a 193389590_5 proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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 BorrowerCompany. Upon notice thereof by the Administrative Agent to the BorrowerCompany, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower Borrowers to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line Loans or the affected Interest Periods) or, failing that, the Borrower Borrowers 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 (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.143.05.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for an Incremental Advance bearing interest at a rate based on Daily One Month Term SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 Daily One Month Term SOFR or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed Incremental Advance bearing interest by reference to Daily One Month Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest the applicable Calculation Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily One Month Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Revolving Loans Incremental Advance during such Interest Calculation Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Incremental Advances bearing interest at a rate based on Daily One Month Term SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to request, convert any Revolving Loan to or continue any Revolving Loan Incremental Advance as an Incremental Advance bearing interest at a SOFR Loanrate based on Daily One Month Term SOFR, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans Incremental Advance or the affected Interest Calculation 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 Incremental Advances bearing interest at a rate based on Daily One Month Term SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line Loans Incremental Advance or the affected Interest Calculation 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 an Incremental Advance bearing interest at a rate based on the Alternate Base Rate Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans Incremental Advance will be deemed to have been converted into Incremental Advances accruing Interest at a rate based on the Alternate Base Rate Loans with respect to any Incremental Advance bearing interest at Daily One Month Term SOFR, at the end of the applicable Interest Calculation Period. 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 3.14.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 ABR Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate ABR Loans at the end of the applicable Interest Period. 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 3.142.18.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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 BorrowerBorrowers. Upon notice thereof by the Administrative Agent to the BorrowerBorrowers, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower Borrowers to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line Loans or the affected Interest Periods) or, failing that, the Borrower Borrowers 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 (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.142.13.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 ABR Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate ABR Loans at the end of the applicable Interest Period. 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 3.142.16.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 ABR Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate ABR Loans at the end of the applicable Interest Period. 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 3.142.14.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Majority Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, in each case, the Administrative Agent shall promptly give notice thereof to the BorrowerBorrower and the Lenders by telephone or fax as promptly as practicable thereafter. Upon notice thereof by the Administrative Agent to the BorrowerBorrower and the Lenders, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Majority Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 ABR Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate ABR Loans at the end of the applicable Interest Period. 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 amounts, if any, required pursuant to Section 3.145.02.

Circumstances Affecting Benchmark Availability. Subject to clause (cb) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or Loan, a conversion Conversion to or continuation thereof Continuation thereof, a Bid Rate Quote in respect of a SOFR Margin Loan or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for pursuant to the applicable Interest Period definition thereof or Adjusted Term SOFR with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such the applicable Interest Period or Period, (ii) the Required Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Loan during, with respect to Adjusted Term SOFR, such Interest Period and, in the case of clause (ii), the Requisite Lenders have provided notice of such determination to the Administrative Agent or (iii) any Revolving Lender that has outstanding a Bid Rate Quote with respect to a SOFR Margin Loan shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Revolving Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line LoansMargin Loan, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, any obligation of the Revolving Lenders to make SOFR Margin Loans or SOFR Swing Line Loansin respect of an outstanding Bid Rate Quote, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans, Bid Rate Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Requisite 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 (x) Daily Simple SOFR Loans so long as Adjusted Daily Simple SOFR is not the subject of clauses (i) or (ii) above, or (y) Base Rate Loans if Adjusted Daily Simple SOFR is the subject of clauses (i) or (ii) above, in each case, in the amount specified therein therein, (or, B) the Borrower may revoke any pending Bid Rate Quote in the case respect of any requested a SOFR Swing Line Loan, a Swing Line Margin Loan bearing interest at the Adjusted Base Rate) and (BC) any outstanding affected SOFR Loans will be deemed to have been converted into (I) in the case of Term SOFR Loans, (x) Daily Simple SOFR Loans so long as Adjusted Daily Simple SOFR is not the subject of clauses (i) or (ii) above, or (y) Base Rate Loans if Adjusted Daily Simple SOFR is the subject of clauses (i) or (ii) above, in each case, at the end of the applicable Interest PeriodPeriod and (II) in the case of Daily Simple SOFR Loans or SOFR Margin Loans, Base Rate Loans immediately. 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 3.144.4.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan Borrowing or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that (x) if Daily Simple 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 exist for ascertaining Adjusted Daily Simple SOFR pursuant to the definition thereof or (y) Term SOFR is utilized in any calculations hereunder or Adjusted Daily Simple 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 Term SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term (x) if Daily Simple SOFR is utilized in any calculations hereunder or Adjusted under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Daily Simple SOFR Loans or (y) 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 50 adequately and fairly reflect the cost to such Lenders of making or maintaining such Term SOFR Loans during such the applicable Interest Period or SOFR Swing Line Loansand, in the case of (x) and (y) immediately above, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or or, with respect to any Term SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR LoansLoans or, with respect to any Term SOFR Swing Line Loans or Loan, 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest PeriodPeriod and any outstanding affected Daily Simple SOFR Loans will be deemed to have been converted into Base Rate Loans immediately. 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 3.144.4.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 ABR Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be ​ deemed to have been converted into Base Rate ABR Loans at the end of the applicable Interest Period. 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 3.14.2.15. ​

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for pursuant to the applicable Interest Period definition thereof or Term SOFR with respect to a proposed SOFR Loan or SOFR Swing Line Term Benchmark Loan on or prior to the first day of such the applicable Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR or Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Revolving Loans during Loan during, with respect to Term SOFR, such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 ABR Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate ABR Loans (I) with respect to any RFR Loans, immediately and (II) with respect to any Term Benchmark Loans, at the end of the applicable Interest Period. 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 3.142.15.

Circumstances Affecting Benchmark Availability. Subject to clause subsection (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 (x) Adjusted Term SOFR or Adjusted Daily Simple Floating Term SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or Loan/Daily Floating Term SOFR Swing Line Loan on or prior to the first day of such Interest Period or (y) at any time, Adjusted Daily Simple SOFR or Daily Simple SOFR or (ii) the Required Majority Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR, Adjusted Term SOFR or Adjusted the Daily Simple Floating Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving the applicable Loans during such Interest Period or SOFR Swing Line LoansPeriod, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Daily Floating Term SOFR Loans, Daily Simple SOFR Loans or Term SOFR Swing Line Loans, as applicable, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a Daily Simple SOFR Loan or Term SOFR Loan, as applicable, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Majority Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line 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 Borrowing of or conversion to Base Rate Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. 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 3.143.06.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a Term SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed Term SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such the applicable Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Revolving Loans Loan during such Interest Period or SOFR Swing Line Loansand, 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. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower to convert any Revolving Loan to or continue any Revolving Loan as a Term SOFR Loan, shall be suspended (to the extent of the affected Term SOFR Loans or SOFR Swing Line Loans or 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 Term SOFR Loans or SOFR Swing Line Loans (to the extent of the affected Term SOFR Loans, SOFR Swing Line 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 Loans in the amount specified therein (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) 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. 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 3.143.05.

Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or SOFR Swing Line Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) 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 or Adjusted Daily Simple SOFR for the applicable Interest Period with respect to a proposed SOFR Loan or SOFR Swing Line Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR or Adjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period or SOFR Swing Line Loansand, 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 BorrowerBorrowers. Upon notice thereof by the Administrative Agent to the BorrowerBorrowers, any obligation of the Lenders to make SOFR Loans or SOFR Swing Line Loans, and any right of the Borrower Borrowers to convert any Revolving Loan to or continue any Revolving Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or SOFR Swing Line Loans or 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 Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or SOFR Swing Line Loans (to the extent of the affected SOFR Loans, SOFR Swing Line Loans or the affected Interest Periods) or, failing that, the Borrower Borrowers 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 (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.145.9.