Common use of Inability to Determine Rates Clause in Contracts

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 continue SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority 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 (to the extent of the affected SOFR Loans or 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 ABR Loans in the amount specified therein and (y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, ifIf, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (ii) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Rate Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Term Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, then the Administrative Agent will promptly so notify shall give written notice to the Borrower and each Lenderto the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Rate Loans, and any right of the Borrower to continue SOFR Rate Loans or to convert Base Rate Loans to SOFR Rate Loans, shall be suspended (to the extent of the affected SOFR Rate Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xA) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Rate Loans (to the extent of the affected SOFR Rate Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (yB) any outstanding affected SOFR Rate Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.025.4. If the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Agent without reference to clause (c) of the definition of “Base Rate” until the Agent revokes such determination.

Inability to Determine Rates. Subject If the Administrative Agent determines, for any proposed Interest Period, that: (i) deposits in Dollars are not being offered to clauses (a), (b), (c), (d) banks in the applicable offshore market for the applicable amount and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for of any SOFR Loan: ; or (iii) SOFR does not adequately or fairly reflect the cost to the Lenders of funding or maintaining any SOFR Loan, then: (A) the Administrative Agent determines shall forthwith notify the Lenders and the Borrowers; and (B) while such circumstances exist, none of the Lenders shall allocate any Loans made during such period, or reallocate any Loans allocated to any then-existing Interest Period ending during such period, to an Interest Period with respect to which determination shall be conclusive and binding absent manifest error) prior interest is calculated by reference to SOFR. If, with respect to any outstanding Interest Period, a Lender notifies the Administrative Agent that it is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Loans or that SOFR applicable to such Loans will not adequately reflect the cost to the commencement Person of any Interest Period for a Borrowing of SOFR funding or maintaining such Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or then: (iix) the Majority Lenders determine that for Administrative Agent shall forthwith so notify the Borrowers and the Lenders; and (y) upon such notice and thereafter while such circumstances exist, the applicable Lender shall not make any reason in connection with SOFR Loans during such period or reallocate any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for Loans allocated to any requested Interest Period ending during such period, to an Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect which interest is calculated by reference to SOFR; provided that, (I) if the cost forgoing notice relates to such Lenders of making and maintaining such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 Loans that are outstanding as SOFR Loans, and any right such Loans shall be Converted to Reference Rate Loans only on the last day of the Borrower to continue SOFR Loansthen-current Interest Period, shall be suspended and (to the extent of the affected SOFR Loans or affected Interest PeriodsII) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon upon receipt of such notice, (x) the Borrower Borrowers may revoke any pending request outstanding Requests for Borrowing. Each Lender shall promptly notify the Borrowers when the circumstances described in this Section 4.3 cease to exist and any Loan converted to a borrowing of, conversion Reference Rate Loan or not converted to or continuation a SOFR Loan shall be converted on the last day of the then-current Interest Period to a SOFR Loans (Loan with an Interest Period of the same duration as the Interest Period that was in effect immediately prior to the extent conversion of such SOFR Loan to a Reference Rate Loan (or the affected SOFR Loans or 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 ABR Loans duration selected in the amount specified therein and (y) event of any outstanding affected Loan that was not converted from a Reference Rate Loan to a SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02Loan).

Inability to Determine Rates. Subject (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (but subject to clauses (ab) through (f) below), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) prior to that the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Borrower or Required Lenders (as applicable) have determined, that: (i) Adjusted Term SOFR or Term SOFR (including, without limitation, because cannot be determined pursuant to the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, definition thereof; or (ii) the Majority Lenders determine that (for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that thereof) Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, then 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 continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Required Lenders, if applicable) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.05. Subject to Section 3.03(b), if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that "Adjusted Term SOFR" cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of "Base Rate" until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a)Section 15.24, (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative if Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined pursuant to the definition thereof, or “Term SOFR” cannot be determined pursuant to the definition thereof on or prior to the commencement first day of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or or (ii) the Majority Agent or Required Lenders (by notice to Agent) determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR or Term SOFR for any requested Term SOFR Interest Period with respect to a proposed SOFR Loan Period, as applicable, does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 or continue SOFR Loans, Loans shall be suspended (to the extent of the affected SOFR Loans or the affected Term SOFR Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xA) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Term SOFR 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 ABR Base Rate Loans in the amount specified therein and (yB) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Term SOFR Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.028.4.

Inability to Determine Rates. Subject (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (but subject to clauses (ab) through (f) below), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) prior to that the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Borrower or Required Lenders (as applicable) have determined, that: (i) Adjusted Term SOFR or Term SOFR (including, without limitation, because cannot be determined pursuant to the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, definition thereof; or (ii) the Majority Lenders determine that (for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that thereof) Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, then 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 continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Required Lenders, if applicable) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.05. Subject to Section 3.03(b), if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.0310.8, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Applicable Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Applicable Agent, (iii) then, in each case, the Administrative Applicable Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Applicable Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Applicable Agent (with respect to clause (iib), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.0210.4. Subject to Section 10.8, if the Applicable Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Applicable Agent without reference to clause (c) of the definition of “Base Rate” until the Applicable Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (aSection 10.01(g), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: , (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR definition thereof, or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto to or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) , then, in each case, 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 or maintain SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted. Subject to Section 10.01(g), together with any additional amounts required if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to Section 5.02the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.032.21, if, on or prior to the first day of any Interest Period for any Term SOFR Loan: (ia) the Administrative Agent determines or the Required Lenders determine (which determination in each case shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a Term SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 Term SOFR Loans, and any right of the Borrower to continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.14. Subject to Section 2.21, if the Administrative Agent or the Required Lenders determine (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), clause (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Remittance Period for any SOFR LoanAdvance: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (ii) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto Advance or a continuation thereof that Adjusted Term SOFR for any requested Interest Remittance Period with respect to a proposed SOFR Loan Advance does not adequately and fairly reflect the cost to such Lenders of making and maintaining such LoanAdvance, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, Agent the Administrative Agent will promptly so notify the Borrower Borrower, the Collateral Agent and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR LoansAdvances, and any right of the Borrower to continue or convert SOFR LoansAdvances, shall be suspended (to the extent of the affected SOFR Loans Advances or affected Interest Remittance Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority 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 Advances (to the extent of the affected SOFR Loans Advances or affected Interest Remittance 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 ABR Loans in the amount specified therein and (y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period). Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.10(f).

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.033.08, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is cannot available or published on a current basis), for such Interest Periodbe determined, or (ii) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, then the Administrative Agent will promptly so notify the Borrower Agent and each Lender. Upon notice thereof by the Administrative Agent to the BorrowerBorrower Agent, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to or continue SOFR Loans, Loans shall be suspended (to the extent of the affected SOFR Loans or and, in the case of a SOFR Loan, the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower Agent may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or and, in the case of a SOFR Loans, the affected Interest Periods) or, failing that, the Borrower Agent will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of SOFR Loans, at the end of the applicable Interest Period. Upon any such conversion, the Borrower Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02this Agreement.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.0311.6, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such SOFR Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) , then, in each case, 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 continue SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Loans that bear interest at a rate based on (1) the Benchmark Replacement or (2) the Alternate Base Rate (in order of the amount specified therein foregoing priority pursuant to clauses (1) through (2)) and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans that bear interest at a rate based on (1) the Benchmark Replacement or (2) the Alternate Base Rate (in order of the foregoing priority pursuant to clauses (1) through (2)) at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.9.

Inability to Determine Rates. Subject to clauses (ai) through (v) of Section 2.08(c), if (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ix) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that either “Daily Simple SOFR” cannot be determined in accordance with the terms of this Agreement or “Term SOFR” cannot be determined in accordance with the terms of this Agreement on or prior to the first day of any Interest Period, or (y) the Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Advance, Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Advance for such Interest Period or (B) at any time, Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Advance, then in either such Loan, and case the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 or continue Term SOFR Loans, and any right of the Borrower Advances or to continue Convert Base Rate Advances to Term SOFR Loans, Advances shall be suspended (to the extent of the affected Term SOFR Loans or Advances or, in the case of a Term SOFR Advance, the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion Conversion to or continuation of Term SOFR Loans Advances (to the extent of the affected Term SOFR Loans or Advances or, in the case of a Term SOFR Advance, the affected Interest Periods) or, failing that, in the Borrower will be deemed to have converted case of any request for an affected Term SOFR Advance, then such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein shall be ineffective and (yii) any outstanding affected Term SOFR Loans Advances will be deemed to have been converted Converted into ABR Loans at the end of the applicable Interest PeriodBase Rate Advances. Upon any such conversionConversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.028.04(e). If the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined in accordance with the terms of this Agreement on any given day, the interest rate on Base Rate Advances shall be determined by the Agent without reference to clause (c) of the definition of “Base Rate” until the Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.032.23, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.11. Subject to Section 2.23, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, ifIf, on or prior to the first day of any Interest Period for any SOFR Loan: (i) Period, the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Daily Simple SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each casedefinition thereof, 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 or continue SOFR Loans, Loans or to convert Reference Rate Loans to SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or affected Interest PeriodsLoans) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest PeriodsLoans) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Reference Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Reference Rate Loans at the end of the applicable Interest Periodimmediately. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02.4.5. If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Simple SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Reference Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Reference Rate” until the Administrative Agent revokes such determination

Inability to Determine Rates. Subject to clauses (a), clause (b), clause (c), clause (d), clause (e) and clause (ef) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) (A) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or the Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest PeriodPeriod or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFR or Daily Simple SOFR for an RFR Loan; or (ii) the Administrative Agent is advised by the Majority Lenders determine that for (A) prior to the commencement of any reason in connection with any request Interest Period for a SOFR Loan or a conversion thereto or a continuation thereof that Term Benchmark Borrowing, the Adjusted Term SOFR for any requested such Interest Period with respect to a proposed SOFR Loan does will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Term Benchmark Loans included in such Borrowing for such Interest Period or (B) at any time, Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining their RFR Loans included in such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, Borrowing; then the Administrative Agent will promptly so notify shall give notice thereof to the Borrower and each Lenderthe Lenders by telephone or fax 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 relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.04 or a new Borrowing Request in accordance with the terms of Section 2.03, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (1) an RFR Borrowing so long as Adjusted Daily Simple SOFR is not also the subject of Section 3.03(a)(i) or Section 3.03(a)(ii) above or (2) an ABR Borrowing if Adjusted Daily Simple SOFR is also the subject of Section 3.03(a)(i) or Section 3.03(a)(ii) above and (B) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, an RFR Borrowing and any Borrowing Request that requests an RFR Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for an ABR Borrowing. Upon Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of notice thereof from the Administrative Agent referred to in this Section 3.03(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 Interest Election Request in accordance with the terms of Section 2.04 or a new Borrowing Request in accordance with the terms of Section 2.03, (A) any impacted Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loansto, and shall constitute, (1) an RFR Borrowing so long as Adjusted Daily Simple SOFR is not also the subject of Section 3.03(a)(i) or Section 3.03(a)(ii) above or (2) an ABR Loan if Adjusted Daily Simple SOFR is also the subject of Section 3.03(a)(i) or Section 3.03(a)(ii) above, on such day and (B) any right of the Borrower to continue SOFR Loans, impacted RFR Loan shall on and from such day be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until converted by the Administrative Agent (with respect to clause (ii)to, at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such noticeand shall constitute, (x) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 an ABR Loans in the amount specified therein and (y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02Loan.

Inability to Determine Rates. Subject to clauses (aSection 3.03(b), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines or the Required Lenders determine (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (includingcannot be determined pursuant to the definition thereof, without limitationand, because with respect to a determination by the Term SOFR Reference Rate is not available or published on a current basis)Required Lenders, for the Required Lenders have provided notice of such Interest Perioddetermination to the Administrative Agent, or (ii) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, : then in each case, case the Administrative Agent will promptly so notify the Borrower Agent and each Lender. Upon notice thereof by the Administrative Agent to the BorrowerBorrower Agent, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to or continue SOFR Loans, Loans shall be suspended (to the extent of the affected SOFR Loans or and, in the case of a SOFR Loan, the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction direction of the Majority 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 (to the extent of the affected SOFR Loans or 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 ABR Loans in the amount specified therein and (y) any outstanding affected Loans bearing interest at a rate based on Term SOFR Loans will be deemed to have been converted into ABR Loans bearing interest at a rate equal to the Prime Rate plus the Applicable Margin until the Administrative Agent (at the end direction of the applicable Interest PeriodRequired Lenders) or the Required Lenders revoke such notice, or otherwise implement any Benchmark Replacement. Upon any such conversion, the Borrower shall also pay accrued interest on the amount amounts so converted, together with any additional amounts required pursuant to Section 5.023.05(a) of this Agreement.

Inability to Determine Rates. Subject If in connection with any request for a Daily SOFR Loan or a Term SOFR Loan or a conversion of a Base Rate Loan or a Daily SOFR Loan to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any a Term SOFR Loan: , any conversion of a Base Rate Loan or a Term SOFR Loan to a Daily SOFR Loan, or any continuation of a Term SOFR Loan, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the commencement circumstances under clause (i) of any Interest Period for a Borrowing of SOFR Loans that Section 3.03(b) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Committed Loan or in connection with an existing or proposed Base Rate Loan or for determining Daily Simple SOFR for any determination date with respect to an existing or proposed Daily SOFR Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or Daily Simple SOFR with respect to an existing or proposed Daily SOFR Loan, as the case may be, does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Revolving Credit Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each LenderLender in writing. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Term SOFR Loans and/or to make Daily SOFR Loans, and any right of the Borrower as applicable, or to continue convert Base Rate Loans or Daily SOFR Loans to Term SOFR Loans or Base Rate Loans or Term SOFR Loans to Daily SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans, Daily SOFR Loans or affected Interest Periods), and (y) in the event of a determination described in clause (i)(B) of the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such written notice, (xi) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of Term SOFR Committed Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or any pending request for a Borrowing of or conversion to Daily SOFR Loans (to the extent of the affected Daily SOFR Loans or affected Interest Periodsperiods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected Term SOFR Loans will and Daily SOFR Loans shall be deemed to have been converted into ABR to Base Rate Loans immediately, in the case of Daily SOFR Loans, and at the end of the their respective applicable Interest Period. Upon any such conversion, in the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02case of Term SOFR Loans.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.034.10, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 continue SOFR Loans, Loans shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 an ABR Loans Loan in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.024.2. Subject to Section 4.10, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Agent without reference to clause (iii) of the definition of “ABR” until the Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a)Section 6.5, (b), (c), (d) and (e) of this Section 3.03below, if, on or prior to the first day of any Interest Period applicable tenor for any SOFR Loan: (i) Transaction, the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) prior or, in the case of clause (b) below, the Required Buyers shall determine (which determinations shall be conclusive and binding absent manifest error) and notify Agent, that: (a) the Benchmark (or any component thereof) cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR definition thereof, or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (iib) the Majority Lenders determine that Benchmark for any reason in connection with any request for a SOFR Loan applicable interest period or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan tenor (collectively, the “Affected Tenor”) does not adequately and fairly reflect the cost to such Lenders Buyers of making and funding or maintaining such LoanTransaction, and or (c) the Majority Lenders have provided notice making or funding of such determination any Transaction that accrues Price Differential at or by reference to the Administrative Agent, (iii) then, in each caseBenchmark has become impracticable or not administratively feasible, the Administrative Agent will promptly so notify the Borrower Seller and each LenderBuyer. Upon notice thereof by the Administrative Agent to the BorrowerSeller, (i) any obligation of the Lenders Buyers to make SOFR Loansor fund any Transactions that accrue Price Differential at or by reference to such Benchmark, and any right of the Borrower Seller to continue SOFR LoansTransactions that accrue Price Differential at or by reference to such Benchmark, or to convert Prime Referenced Rate Transactions to Transactions that accrue Price Differential at or by reference to such Benchmark, shall be suspended (in each case, to the extent of the affected SOFR Loans Transactions or affected Interest PeriodsAffected Tenors) until the Administrative Agent (with respect to clause (ii)b) of this Section 6.4, at the instruction of the Majority LendersRequired Buyers) revokes such notice. Upon receipt of such notice, (xii) the Borrower Seller may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (any Transactions that accrue Price Differential at or by reference to the extent of the affected SOFR Loans or affected Interest Periods) such Benchmark or, failing that, the Borrower Seller will automatically be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Loans Prime Referenced Rate Transactions in the amount specified therein and (yiii) any outstanding affected SOFR Loans Transactions will automatically be deemed to have been converted into ABR Loans at the end of the applicable Interest PeriodPrime Referenced Rate Transactions. Upon any such conversion, the Borrower Seller shall also pay accrued interest Price Differential on the amount so converted, together with any additional amounts required pursuant to Section 5.02.

Inability to Determine Rates. Subject If in connection with any request for a Term SOFR Loan or an Alternative Currency Loan or a conversion of ABR Loans to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on Term SOFR Loans or prior to the first day a continuation of any Interest Period for any SOFR Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 2.14(b), and the circumstances under clause (i) of Section 2.14(b) or the Scheduled Unavailability Date has occurred with respect to the commencement of any Interest Period for a Borrowing of SOFR Loans that such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for ascertaining determining the Adjusted Term SOFR Relevant Rate for the applicable Agreed Currency for any determination date(s) or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such requested Interest Period, or as applicable, with respect to a proposed Term SOFR Loan or an Alternative Currency Loan or in connection with an existing or proposed Alternate Base Rate Loan, or (ii) the Majority Administrative Agent or the Required Lenders determine that for any reason that the Relevant Rate with respect to a proposed Loan denominated in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR an Agreed Currency for any requested Interest Period with respect to a proposed SOFR Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loansor maintain Loans in the affected currencies, and any right of the Borrower as applicable, or to continue convert ABR Loans to Term SOFR Loans, shall be suspended (in each case to the extent of the affected Term SOFR Loans, Alternative Currency Loans or affected Interest PeriodsPeriod or determination date(s), as applicable, and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Alternate Base Rate, the utilization of the Term SOFR component in determining the Alternate Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.14(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the applicable Borrower may revoke any pending request for a borrowing Borrowing of, or conversion to to, or continuation of Term SOFR Loans (or Alternative Currency Loans to the extent of the affected Term SOFR Loans, Alternative Currency Loans or affected Interest Periods) Period or determination date(s), 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 ABR Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (yii)(A) any outstanding affected Term SOFR Loans will shall be deemed to have been converted into to ABR Loans immediately at the end of their respective applicable Interest Period and (B) any outstanding affected Alternative Currency Loans, at the applicable Borrower’s election, shall either (1) be converted into a Borrowing of ABR Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period. Upon any , in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the applicable Borrower (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Company of such conversionnotice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan, the applicable Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant be deemed to Section 5.02have elected clause (1) above.

Inability to Determine Rates. Subject to clauses (a)) If in connection with any request for a Term SOFR Rate Loan or a conversion to or a continuation thereof, (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to that (A) no Benchmark Replacement has been determined in accordance with Section 3.03(b), and the commencement circumstances under clause (i) of any Interest Period for a Borrowing of SOFR Loans that Section 3.03(b) or the Benchmark Replacement Date has occurred, or (B) adequate and reasonable means do not otherwise exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because determining the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Rate Loan or in connection with an existing or proposed Base Rate Committed Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that the Term SOFR Rate for any requested Interest Period with respect to a proposed Term SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Term SOFR Rate Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Term SOFR Rate Loans, and any right of the Borrower or to continue convert Base Rate Committed Loans to Term SOFR Rate Loans, shall be suspended (to the extent of the affected Term SOFR Rate Loans or affected Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR Rate component of the Base Rate, the utilization of the Term SOFR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower Company may revoke any pending request for a borrowing Borrowing of, or conversion to to, or continuation of Term SOFR Rate Loans (to the extent of the affected Term SOFR Rate Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Committed Borrowing of or conversion to ABR Base Rate Committed Loans in the amount specified therein and (yii) any outstanding affected Term SOFR Rate Loans will (not so revoked pursuant to the preceding clause (i)) shall be deemed to have been converted into ABR to Base Rate Committed Loans immediately at the end of the their respective applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.033.10, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, then the Administrative Agent will promptly so notify the Borrower Agent and each Lender. Upon notice thereof by the Administrative Agent to the BorrowerBorrower Agent, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to or continue SOFR Loans, Loans shall be suspended (to the extent of the affected SOFR Loans or and, in the case of a SOFR Loan, the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower Agent may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or and, in the case of a SOFR Loans, the affected Interest Periods) or, failing that, the Borrower Agent will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of a SOFR Loans, at the end of the applicable Interest Period. Upon any such conversion, the Borrower Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts amounts, if any, required pursuant to Section 5.02this Agreement.

Inability to Determine Rates. (a) Subject to clauses (a)Section 2.18, (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason if in connection with any request for a SOFR Loan or a conversion thereto to or continuation thereof, (i) the Administrative Agent determines that adequate and reasonable means do not exist for determining SOFR for any requested Interest Period with respect to a continuation thereof proposed SOFR Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that Adjusted Term for any reason SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain SOFR Loans, and any right of the Borrower to continue SOFR Loans, Loans shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to SOFR component of the Base Rate, the utilization of SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to clause (ii), at upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Representative may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein therein. (b) Notwithstanding the foregoing but subject to Section 2.18, if the Administrative Agent has made the determination described in clause (a)(i) of this Section, the Administrative Agent in consultation with the Borrowers and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (y1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any outstanding affected SOFR Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans will be deemed whose interest is determined by reference to have been converted into ABR Loans at such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the end authority of such Lender to do any of the applicable Interest Period. Upon any such conversion, foregoing and provides the Borrower shall also pay accrued interest on Administrative Agent and the amount so converted, together with any additional amounts required pursuant to Section 5.02Borrowers written notice thereof.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.032.13.3, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Agent or Required Lenders (so long the Required Lenders have provided notice of such determination to the Agent) determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such the applicable Lenders of making and maintaining such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. . (c) 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 continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority LendersRequired Lenders if the original determination was made by the Required Lenders as opposed to the Agent) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts amounts, if any, required pursuant to Section 5.022.13. Subject to Section 2.13.3, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that "Adjusted Term SOFR" cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Agent without reference to clause (iii) of the definition of "Base Rate" until the Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) If in connection with any request for a Term SOFR Loan or an Alternative Currency Loan or a conversion of this Section 3.03, if, on Base Rate Loans to Term SOFR Loans or prior to the first day a continuation of any Interest Period for any SOFR Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 2.09(b) or Section 2.09(c) and the circumstances under clause (i) of Section 2.09(b) or of Section 2.09(c), the Scheduled Unavailability Date or the SOFR Scheduled Unavailability Date, has occurred with respect to the commencement of any Interest Period for a Borrowing of SOFR Loans that such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for ascertaining determining the Adjusted Term SOFR Relevant Rate for the applicable Agreed Currency for any determination date(s) or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such requested Interest Period, or as applicable, with respect to a proposed Term SOFR Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Rate Loan or (ii) the Majority Administrative Agent or the Required Lenders determine that for any reason that the Relevant Rate with respect to a proposed Loan denominated in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR an Agreed Currency for any requested Interest Period with respect to a proposed SOFR Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loansor maintain Loans in the affected currencies, and any right of the Borrower as applicable, or to continue convert Base Rate Loans to Term SOFR Loans, shall be suspended (in each case to the extent of the affected Term SOFR Loans, Alternative Currency Loans or affected Interest PeriodsPeriod or determination date(s), as applicable, and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.09(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower Borrowers may revoke any pending request for a borrowing Borrowing of, or conversion to Term SOFR Loans, or Borrowing of, or continuation of SOFR Alternative Currency Loans (to the extent of the affected Term SOFR Loans, Alternative Currency Loans or affected Interest Periods) Period or determination date(s), 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 ABR Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (yii) (A) any outstanding affected Term SOFR Loans will shall be deemed to have been converted to Base Rate Loans immediately and (B) any outstanding affected Alternative Currency Loans, at the Company’s election, shall either (1) be converted into ABR a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period. Upon any , in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Company (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Company of such conversionnotice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan, the Borrower Company shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant be deemed to Section 5.02have elected clause (1) above.

Inability to Determine Rates. (a) Subject to clauses (a), (b), (c), (d) and (e) the other provisions of this Section 3.032.12, if, on or prior to the first day of any Interest Period for any Term SOFR Loan: (i) the Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on or prior to the commencement first day of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such applicable Interest Period, or (ii) the Majority Required Lenders reasonably determine that for any reason in connection with any request for a Term SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 Term SOFR Loans, and any right of the Borrower to continue Term SOFR Loans or to convert ABR Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or 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 ABR Loans in the amount specified therein and (yii) any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.16. Subject to the other provisions of this Section 2.12, if the Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.034.2, if, on or prior to the first day as of any Interest Period for any SOFR Loan: date, (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Daily Compounded SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR definition thereof or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term Daily Compounded SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) , then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon written notice thereof by the Administrative Agent to the BorrowerBorrower and the Lenders, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert any Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest PeriodsLoans) until the Administrative Agent (with respect to clause (ii)Section 4.1.2, at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest PeriodsLoans) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Periodimmediately. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.024.5. Subject to Section 4.2, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Compounded SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Adjusted Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.032.30, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) Loan the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each casedefinition thereof, 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 continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.15. Subject to Section 2.30, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.032.20, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans that reasonable and adequate and reasonable means do not exist for ascertaining “Term SOFR” cannot be determined pursuant to the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (ii) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided written notice of such determination to the Administrative Agent, (iii) then, in each case, then 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 continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.19(c). Subject to Section 2.20, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. (a) Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.035.7, if, on or prior to the first day as of any Interest Period for any SOFR Loandate: (i) the P1 Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Daily Compounded SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (ii) the Majority Senior Lenders determine that for any reason in connection with any SOFR Loan, any request for a SOFR Loan therefor or a conversion thereto or a continuation thereof that Adjusted Term Daily Compounded SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Senior Lenders of making and maintaining such Senior Loan, and the Majority Senior Lenders have provided notice of such determination to the P1 Administrative Agent, (iii) then, then in each case, the P1 Administrative Agent will promptly so notify the Borrower and each Senior Lender. . (b) Upon notice thereof by the P1 Administrative Agent to the Borrower, any obligation of the Senior Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest PeriodsLoans) until the P1 Administrative Agent (with respect to clause (iia)(ii), at the instruction of the Majority Senior Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest PeriodsLoans) 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Periodimmediately. Upon any such conversionconversion of all of the aggregate principal amount under any outstanding SOFR Loan, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.025.5. Subject to Section 5.7, if the P1 Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Daily Compounded SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the P1 Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the P1 Administrative Agent revokes such determination.

Inability to Determine Rates. (a) Subject to clauses (a), (b), Sections 3.03(b) and (c), (d) and (e) if in connection with any request for a Term SOFR Loan or an Alternative Currency Term Rate Loan or a conversion of this Section 3.03, if, on Base Rate Loans to Term SOFR Loans or prior to the first day Daily SOFR Loans or a continuation of any Interest Period for of such Loans, as applicable, or at any time in connection with a Daily SOFR Loan: Loan or an Alternative Currency Daily Rate Loan (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 3.03(b) or Section 3.03(c) and the circumstances under clause (i) of Section 3.03(b) or of Section 3.03(c) or the Scheduled Unavailability Date, or the SOFR Scheduled Unavailability Date, has occurred with respect to the commencement of any Interest Period for a Borrowing of Term SOFR, Daily SOFR Loans that or such Relevant Rate (as applicable) or (B) adequate and reasonable means do not otherwise exist for ascertaining the Adjusted determining SOFR, Term SOFR, Daily SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Relevant Rate is not available for the applicable Agreed Currency for any determination date(s) or published on a current basis), for such requested Interest Period, or as applicable, with respect to a proposed Term SOFR Loan, Daily SOFR Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Majority Administrative Agent or the Required Lenders determine that for any reason that the Relevant Rate with respect to a proposed Loan denominated in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR an Agreed Currency for any requested Interest Period with respect to a proposed SOFR Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Loans in the affected currencies, as applicable, or to convert Base Rate Loans to Term SOFR Loans, and any right of the Borrower to continue Loans or Daily SOFR Loans, shall be suspended (in each case to the extent of the affected Term SOFR Loans, Daily SOFR Loans, Alternative Currency Loans or affected Interest PeriodsPeriod or determination date(s), as applicable, and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of the first paragraph of this Section 3.03(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing Borrowing of, or conversion to Daily SOFR Loans, a Borrowing of, or continuation of, or conversion to Term SOFR Loans, or a Borrowing of, or continuation of SOFR Alternative Currency Loans (to the extent of the affected Daily SOFR Loans, Term SOFR Loans, Alternative Currency Loans or affected Interest Periods) Period or determination date(s), as applicable or, failing that, the Borrower will be deemed to have converted any such request into a request for a Committed Borrowing of of, or conversion to ABR to, as applicable, Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (yii) (A) any outstanding affected Term SOFR Loans will and Daily SOFR Loans shall be deemed to have been converted into ABR to Base Rate Loans immediately, in the case of Daily SOFR Loans, or at the end of the applicable Interest Period. Upon , in the case of Term SOFR Loans, and (B) any outstanding affected Alternative Currency Loans, at the Borrower’s election, shall either (1) be converted into a Committed Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such conversionoutstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Borrower (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Borrower of such notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant be deemed to Section 5.02have elected clause (1) above.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) If, in connection with any request for a Loan based on the SOFR Index Rate, (A) Administrative Agent determines, that (x) adequate and reasonable means do not exist for determining the SOFR Index Rate with respect to any such proposed or existing Loan, and (y) the circumstances described in clause (iii)(A) below do not apply (in each case with respect to this clause (i)(A), “Impacted Loans”), or (B) Administrative Agent determines, for any reason, that the SOFR Index Rate with respect to such a proposed Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, Administrative Agent will promptly so notify Administrative Borrower and each Lender, in each case, in writing. Thereafter, (1) the obligation of Lenders to make or maintain Loans based on the SOFR Index Rate shall be suspended (to the extent of the affected Loans), and (2) in the event of a determination described in the preceding sentence with respect to the SOFR Index Rate component of the Base Rate, the utilization of the SOFR Index Rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent revokes such notice in writing. Upon receipt of such notice, Administrative Borrower may revoke any pending request for a Borrowing of Loans based on the SOFR Index Rate (to the extent of the affected Loans). (ii) Notwithstanding the foregoing, if Administrative Agent has made the determination described in clause (i)(A) above, Administrative Agent, in consultation with Administrative Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (A) Administrative Agent revokes the notice delivered in writing with respect to the Impacted Loans under clause (i)(A) above, (B) Administrative Agent notifies Administrative Borrower in writing that such alternative interest rate does not adequately and fairly reflect the cost to the Lenders of the Impacted Loans, or (C) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest, or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing, and provides Administrative Agent, the other Lenders, and Administrative Borrower written notice thereof. (iii) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Required DDTL Approving Lenders or Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans that that: (A) adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (Index Rate, including, without limitation, because the Term SOFR Reference Screen Rate is not available or published on a current basisbasis and such circumstances are unlikely to be temporary; (B) the administrator of the SOFR Screen Rate or a Governmental Authority having jurisdiction over either Agent or any Lender has made a public statement identifying a specific date after which SOFR or the SOFR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), for such Interest Period, ; or (iiC) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.02(e), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace SOFR; then, reasonably promptly after such determination by Administrative Agent or Required DDTL Approving Lenders, Administrative Agent, Required DDTL Approving Lenders and Administrative Borrower may amend this Agreement to replace SOFR with an alternate benchmark rate (including any mathematical or other adjustments to the Majority Lenders determine that for benchmark (if any) incorporated therein) (any reason in connection such proposed rate, a “SOFR Successor Rate”), together with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately Successor Rate Conforming Changes, and fairly reflect any such amendment shall become effective at 5:00 p.m. on the cost fifth (5th) Business Day after Administrative Agent shall have notified all Lenders and Administrative Borrower of such proposed amendment unless Administrative Borrower or Required DDTL Approving Lenders shall have objected thereto by written notice to Administrative Agent prior to such Lenders of making and maintaining such Loaneffective time. Such SOFR Successor Rate shall be applied in a manner consistent with market practice; provided, and the Majority Lenders have provided notice of such determination that, to the extent such market practice is not administratively feasible for an Agent, such SOFR Successor Rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent,. (iiiiv) thenIf no SOFR Successor Rate has been determined and either the circumstances under clause (iii)(A) above exist or the Scheduled Unavailability Date has occurred (as applicable), in each case, the Administrative Agent will promptly so notify the Administrative Borrower and each LenderLender in writing. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Loans based in the SOFR Loans, and any right of the Borrower to continue SOFR Loans, Index Rate shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iiLoans), at and (y) the instruction of SOFR Index Rate component shall no longer be utilized in determining the Majority Lenders) revokes such noticeBase Rate. Upon receipt of such notice, (x) the Administrative Borrower may revoke any pending request for a borrowing of, conversion to or continuation Borrowing of Loans based on the SOFR Loans Index Rate (to the extent of the affected SOFR Loans or 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 ABR Loans in the amount specified therein and (y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02Loans).

Inability to Determine Rates. Subject to clauses (a), b) through (b), (c), (df) and (e) of this Section 3.03below, if, on or prior to the first day of any Interest Period for any Term SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (ii) the Majority Required Lenders determine that for any reason in connection with any request for a Term SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders Banks of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) , then, in each case, the Administrative Agent will promptly so notify the Borrower Company and each LenderBank. Upon notice thereof by the Administrative Agent to the BorrowerCompany, any obligation of the Lenders Banks to make Term SOFR Loans, and any right of the Borrower Company to continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii)) above, at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower Company may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, failing that, the Borrower Company will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower Company shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.12. Subject to clauses (b) through (f) below, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses Section 2.25 (aBenchmark Replacement Setting), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” or “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority in Interest of Lenders of the applicable Class of Loans determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR or Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the such Majority in Interest of Lenders have provided notice of such determination to the Administrative Agent, (iii) , then, in each case, 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 continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the applicable Majority in Interest of Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.15 (Compensation for Losses). Subject to Section 2.25 (Benchmark Replacement Setting), if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” or “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.035.8, if, on or prior to the first day of any Interest Period for any Term SOFR Loan: (ia) If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) If the Majority Required Lenders determine that for any reason reason, in connection with any request for a Term SOFR Loan or a conversion thereto or a continuation thereof that Adjusted that, Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iiic) then, in each case, 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 Term SOFR Loans, and any right of the Borrower to continue Term SOFR Loans or to convert ABR Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or 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 ABR Loans in the amount specified therein and (yii) any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.10(e). Subject to Section 5.8, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.032.23, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.17. Subject to Section 2.23, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) If in connection with any request for a Term SOFR Loan or an Alternative Currency Loan or a conversion of this Section 3.03, if, on Base Rate Loans to Term SOFR Loans or prior to the first day a continuation of any Interest Period for any SOFR Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 3.03(b) or Section 3.03(c), as applicable, and the circumstances under clause (i) of Section 3.03(b) or of Section 3.03(c) or the Scheduled Unavailability Date has occurred with respect to the commencement of any Interest Period for a Borrowing of SOFR Loans that such Relevant Rate (as applicable) or (B) adequate and reasonable means do not otherwise exist for ascertaining determining the Adjusted Term SOFR Relevant Rate for the applicable Agreed Currency for any determination date(s) or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such requested Interest Period, or as applicable, with respect to a proposed Term SOFR Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Majority Administrative Agent or the Required Lenders determine that for any reason that the Relevant Rate with respect to a proposed Loan denominated in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR an Agreed Currency for any requested Interest Period with respect to a proposed SOFR Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loansor maintain Loans in the affected currencies, and any right of the Borrower as applicable, or to continue convert Base Rate Loans to Term SOFR Loans, shall be suspended (in each case to the extent of the affected SOFR Alternative Currency Loans or affected Interest PeriodsPeriod or determination date(s), as applicable, and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (x1) the Borrower Company may revoke any pending request for a borrowing Borrowing of, or conversion to Term SOFR Loans, or Borrowing of, or a continuation of SOFR Alternative Currency Loans (to the extent of the affected SOFR Alternative Currency Loans or affected Interest Periods) Period or determination date(s), as applicable or, failing that, the Borrower will be deemed to have converted any such request into a request for a Committed Borrowing of or conversion to ABR Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (y2) any outstanding affected SOFR Loans will Alternative Currency Loans, at the Company’s election, shall either (1) be deemed to have been converted into ABR a Committed Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period. Upon any , in the case of an Alternative Currency Term Rate Loan, or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Company (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Company of such conversionnotice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan, the Borrower Company shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant be deemed to Section 5.02have elected clause (1) above.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.033.8, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that Term SOFR cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the then 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 or continue SOFR Loans, Loans shall be suspended (to the extent of the affected SOFR Loans or and, in the case of a SOFR Loan, the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or and, in the case of a SOFR 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of a SOFR Loans, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.3.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.033.6, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) , then, in each case, the Administrative Agent will promptly so notify the Borrower Representative 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 a Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower Representative may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the relevant Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.028.4. Subject to Section 3.6, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (aSection 3.15(b), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such LoanBorrowing, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 or maintain SOFR Loans, and any right of the Borrower to continue SOFR Loans, Loans or to convert ABR Borrowings to SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority 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 (to the extent of the affected SOFR Loans or 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 ABR Loans Borrowings in the amount specified therein and (y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans Borrowings at the end of the applicable Interest Period. Upon Subject to Section 3.15(b), if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any such conversiongiven day, the Borrower interest rate on ABR Borrowings shall also pay accrued interest on be determined by the amount so converted, together with any additional amounts required pursuant Administrative Agent without reference to Section 5.02clause (c) of the definition of “ABR” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a)If, (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto to or continuation thereof, (a) the Administrative Agent determines (or is advised by the Required Lenders) that adequate and reasonable means do not exist for determining the SOFR Rate for any requested Interest Period with respect to a continuation thereof proposed SOFR Loan or in connection with an existing or proposed Base Rate Loan (in each case, “Impacted Loans”), or (b) the Administrative Agent determines that Adjusted Term for any reason the SOFR Rate for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such SOFR Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain SOFR Loans, and any right of the Borrower to continue SOFR Loans, Loans shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) and (y) in the event of a determination described in the preceding sentence with respect to the SOFR Rate component of the Base Rate, the utilization of the SOFR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to clause (ii), at upon the instruction of the Majority Lenders) Affected 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 (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein therein. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a) above, the Administrative Agent, in consultation with the Borrower and the Affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (y1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) above, (2) the Administrative Agent notifies or the Affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or (3) any outstanding affected SOFR Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans will be deemed whose interest is determined by reference to have been converted into ABR Loans at such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the end authority of such Lender to do any of the applicable Interest Period. Upon any such conversion, foregoing and provides the Administrative Agent and the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02written notice thereof.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (dSection 2.14(b) and (e) of this Section 3.03, if, on or if prior to the first day commencement of any Interest Period period for any a Borrowing of SOFR LoanLoans: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, definition thereof; or (ii) the Majority Administrative Agent is advised by the Required Lenders determine in writing that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) ; then, in each case, the Administrative Agent will shall give notice thereof to the Borrowers and the Lenders as promptly so notify the Borrower and each Lenderas practicable thereafter. Upon notice thereof by the Administrative Agent to the BorrowerBorrowers, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower Borrowers to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii)) above, at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xA) the Borrower Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Loans in the amount specified therein and (yB) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.16. Subject to Section 2.14(b) below, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.033.09, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, then 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 continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.06. Subject to Section 3.09, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.038.04, if, on or prior to the first day of any Interest Period for any Term SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, definition thereof; or (iib) the Majority Lenders Required Banks determine that for any reason in connection with any request for a Term SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders Banks of making and maintaining such Loan, and the Majority Lenders Required Banks have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each LenderBank. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders Banks to make Term SOFR Loans, and any right of the Borrower to continue Term SOFR Loans or to convert Overnight Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority LendersRequired Banks) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or 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 ABR Overnight Rate Loans in the amount specified therein and (yii) any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Overnight Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.028.06.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on If in connection with any request for a Eurocurrency Rate Loan or prior to the first day of any Interest Period for any Term SOFR Loan: , as applicable, or a conversion to or continuation thereof, (i) the Administrative Agent reasonably determines (which determination shall be conclusive that deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and binding absent manifest error) prior to the commencement of any Interest Period for a Borrowing of such Eurocurrency Rate Loan or Term SOFR Loans that Loan, as applicable, or (ii) adequate and reasonable means do not exist for ascertaining determining the Adjusted Term SOFR Eurocurrency Rate or Term SOFR (includingSOFR, without limitationas applicable, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period 117 (b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this section, the Administrative Agent, in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans (which shall not be less than zero), in which case, such alternative rate of interest shall apply with respect to a proposed SOFR Loan the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of making funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and maintaining such Loan, provides the Administrative Agent and the Majority Lenders have provided Borrower written notice of such determination thereof. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent, Agent reasonably determines (which determination shall be made in good faith and conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a simultaneous copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, in each casereasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, 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 continue SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke amend this Agreement to replace LIBOR with an alternate benchmark rate (including any pending request for a borrowing of, conversion to mathematical or continuation of SOFR Loans (other adjustments to the extent of the affected SOFR Loans benchmark (if any) incorporated therein), giving due consideration to any evolving or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such request into proposed rate, a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted“LIBOR Successor Rate”), together with any additional amounts required pursuant to Section 5.02.118

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.032.9, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (ii) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will shall |US-DOCS\161907737.16|| 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 continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will shall be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will shall be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.5. Subject to Section 2.9, if Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by Agent without reference to clause (c) of the definition of “Base Rate” until Agent revokes such determination.

Inability to Determine Rates. Subject Notwithstanding anything to clauses the contrary herein or in any other Loan Document, but subject to Section 3.3, if in connection with any request for a SOFR Loan or a conversion to or continuation thereof, (a), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans Required Lenders reasonably determine that adequate and reasonable means do not exist for ascertaining the determining Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (iib) the Majority Required Lenders reasonably determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) , then, in each case, the Required Lenders will instruct the Administrative Agent will to promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain SOFR Loans, and any right of the Borrower to continue SOFR Loans, Loans shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) ), and in the event of a determination described in the preceding sentence with respect to the Adjusted Term SOFR component of the Base Rate, the utilization of the Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case, until the Administrative Agent (with respect to clause (ii), at upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02therein.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.033.8, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such LoanLoan for the applicable Interest Period, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 or maintain SOFR Loans, Loans and any right of the Borrower to continue SOFR Loans, Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii)b) above, at the instruction of the Majority Required Lenders) revokes such notice. Upon the Borrower’s receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest PeriodPeriod and (iii) in the case of clause (b)(ii) above, notwithstanding anything to the contrary in Section 3.1(a), each Swingline Loan shall bear interest at the Alternate Base Rate plus the Applicable Margin. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.5. Subject to Section 3.8, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. (1) With respect to the Term Loans and any Revolving Credit Loans denominated in Dollars: Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.033.09, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent reasonably determines in good faith (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) Lenders comprising the Majority Required Lenders of the applicable Class determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and Lenders comprising the Majority Required Lenders of the applicable Class have provided notice of such determination to the Administrative Agent, (iii) , then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon written 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 continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority LendersLenders comprising Required Lenders of the applicable Class) revokes such notice. Upon receipt of such written notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.03. Subject to Section 3.09, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (d) of the definition of “Base Rate” until the Administrative Agent revokes such determination. (2) With respect to any Revolving Credit Loan denominated in any Alternative Currency: Subject to Section 3.09, if: (a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that: (i) (A) if Adjusted Daily Simple RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, “Adjusted Daily Simple RFR” cannot be determined pursuant to the definition thereof or (B) if Eurocurrency Rate is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, “Eurocurrency Rate”, as applicable, cannot be determined pursuant to the definition thereof on or prior to the first day of any Interest Period; or (ii) a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls); (b) with respect to any Eurocurrency Rate Loan or any request therefor or a conversion thereto or a continuation thereof, the Required Lenders determine (which determination shall be conclusive and binding absent manifest error) that deposits in the applicable Alternative Currency are not being offered to banks in the applicable offshore interbank market for the applicable Alternative Currency, amount or Interest Period of such Eurocurrency Rate Loan, and the Required Lenders of the applicable Class have provided notice of such determination to the Administrative Agent; or (c) the Required Lenders of the applicable Class determine that for any reason in connection with any request for such Loan or a conversion thereto or a continuation thereof that (i) if Adjusted Daily Simple RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, Adjusted Daily Simple RFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans or (ii) if Eurocurrency Rate is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, Eurocurrency Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loan during the applicable Interest Period, and, in the case of (i) or (ii), the Required Lenders of such Class have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent will promptly so notify the Borrower and each applicable Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make RFR Loans or Eurocurrency Rate Loans, as applicable, in each such Alternative Currency, and any right of the Borrower to convert any Loan in each such Alternative Currency to or continue any Loan as an RFR Loan or a Eurocurrency Rate Loan, as applicable, in each such Alternative Currency, shall be suspended (to the extent of the affected RFR Loans or Eurocurrency Rate Loans or, in the case of Eurocurrency Rate Loans, the affected Interest Periods) until the Administrative Agent (with respect to clause (b) or (c), at the instruction of the Required Lenders of such Class) 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 RFR Loans or Eurocurrency Rate Loans in each such affected Alternative Currency (to the extent of the affected RFR Loans or Eurocurrency Rate Loans or, in the case of Eurocurrency Rate Loans, the affected Interest Periods) or, failing that, then such request shall be ineffective and (B) any outstanding affected Loans denominated in an Alternative Currency, at the Borrower’s election, shall either (i) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period or (ii) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is the earlier of (x) three Business Days after receipt by the Borrower of such notice or (y) with respect to a Eurocurrency Rate Loan, the last day of the current Interest Period, the Borrower shall be deemed to have elected clause (i) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.03

Inability to Determine Rates. Subject If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on Term SOFR Loans or prior to the first day a continuation of any Interest Period for any SOFR Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the commencement circumstances under clause (i) of any Interest Period for a Borrowing of SOFR Loans that Section 3.03(b) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Term SOFR Loans, and any right of the Borrower or to continue convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods), and (y) until in the Administrative Agent (event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), at until the Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Lead Borrower may revoke any pending request for a borrowing Borrowing of, or conversion to to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected Term SOFR Loans will shall be deemed to have been converted into ABR to Base Rate Loans immediately at the end of the their respective applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.033.8, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender. Upon notice thereof by the Administrative Agent to the BorrowerBorrowers, any obligation of the Lenders to make or maintain SOFR Loans, and any right of the Borrower Borrowers to continue SOFR Loans, Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii)b) above, at the instruction of the Majority Required Lenders) revokes such notice. Upon the Borrower’s receipt of such notice, (xi) the Borrower Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.5. Subject to Section 3.8, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. (a) Subject to clauses (aSection 3.03(b), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) (A) prior to the commencement of any Interest Period for a Borrowing of Term SOFR Loans Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR for such Interest Period (including, without limitation, including because the Term SOFR Reference Rate is not available or published on a current basis)) or (B) at any time, that adequate and reasonable means do not exist for such Interest Period, ascertaining the applicable Adjusted Daily Simple SOFR; or (ii) the Majority Administrative Agent is advised by the Required Lenders determine that for (A) prior to the commencement of any reason in connection with any request Interest Period for a Term SOFR Loan or a conversion thereto or a continuation thereof that Borrowing, the Adjusted Term SOFR for any requested such Interest Period with respect to a proposed SOFR Loan does will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period or (B) at any time, Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders making or maintaining their Loans included in any Daily Simple SOFR Borrowing; then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders and (x) until 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 Loan Notice in accordance with Section 2.02, any Loan Notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term SOFR Borrowing affected by Section 3.03(a)(i)(A) or Section 3.03(a)(ii)(A) and any Loan Notice that requests a Term SOFR Borrowing affected by Section 3.03(a)(i)(A) or Section 3.03(a)(ii)(A) shall instead be deemed to be a Loan Notice for (x) a Daily Simple SOFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 3.03(a)(i) or 3.03(a)(ii) above or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 3.03(a)(i) or 3.03(a)(ii) above. Furthermore, if any Term SOFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 3.03(a) with respect to the Adjusted Term SOFR, 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 Loan Notice in accordance with Section 2.02, any Term SOFR Loan shall, on the last day of the Interest Period applicable to such Loan, convert to, and shall constitute, (x) a Daily Simple SOFR Loan so long as the Majority Lenders Adjusted Daily Simple SOFR is not also the subject of Section 3.03(a)(i) or 3.03(a)(ii) above or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR also is the subject of Section 3.03(a)(i) or 3.03(a)(ii) above. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have provided occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark (including any related adjustments) for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such determination Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent,Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (iii) thenThe Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.03(c)(iv) and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.03. (iv) Notwithstanding anything to the Administrative Agent will promptly so notify contrary herein or in any other Loan Document, at any time (including in connection with the Borrower implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including the Term SOFR) and each Lender. Upon notice thereof either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent to in its reasonable discretion or (2) the Borrowerregulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (with respect B) if a tenor that was removed pursuant to clause (iiA) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (v) Upon the instruction Borrower’s receipt of notice of the Majority Lenders) revokes such notice. Upon receipt commencement of such noticea Benchmark Unavailability Period, (x) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected SOFR Loans be made, converted or affected Interest Periods) orcontinued and, failing that, the Borrower will be deemed to have converted any such request for a Term SOFR Borrowing into a request for a Borrowing borrowing of or conversion to ABR Loans in (A) a Daily Simple SOFR Borrowing so long as the amount specified therein Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event. Furthermore, if any Term SOFR Loan or Daily Simple SOFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the Term SOFR or Daily Simple SOFR, as the case may be, then until such time as a Benchmark Replacement is implemented pursuant to this Section 3.03, (1) any Term SOFR Loan shall on the last day of the Interest Period applicable thereto convert to, and shall constitute, (x) a Daily Simple SOFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any outstanding affected Daily Simple SOFR Loans will be deemed to have been converted into ABR Loans Loan shall on and from such day convert to, and shall constitute, a Base Rate Loan. During any Benchmark Unavailability Period or at any time that a tenor for the end of the applicable Interest Period. Upon any such conversionthen-current Benchmark is not an Available Tenor, the Borrower shall also pay accrued interest on component of Base Rate based upon the amount so convertedthen-current Benchmark or such tenor for such Benchmark, together with as applicable, will not be used in any additional amounts required pursuant to Section 5.02determination of Base Rate.

Inability to Determine Rates. Subject to clauses (a)) If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the commencement circumstances under clause (i) of any Interest Period for a Borrowing of SOFR Loans that Section 3.03(b) or the Scheduled Unavailability Date has occurred (as applicable) or (B) adequate and reasonable means do not otherwise exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Term SOFR Loans, and any right of the Borrower Loans or to continue convert Base Rate Loans to Term SOFR Loans, Loans shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected Term SOFR Loans will shall be deemed to have been converted into ABR to Base Rate Loans at the end of the their respective applicable Interest Period. Upon . (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of Dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such conversiondate, the Borrower “Term SOFR Replacement Date”), which date shall also pay accrued interest be at the end of an Interest Period or on the amount relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly basis. Notwithstanding anything to the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark. and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so converteddetermined would otherwise be less than zero, together the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any additional amounts required pursuant other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective. For purposes of this Section 5.023.03, those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in Dollars shall be excluded from any determination of Required Lenders.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) If in connection with any request for a Term SOFR Loan or an Alternative Currency Loan or a conversion of this Section 3.03, if, on Base Rate Loans to Term SOFR Loans or prior to the first day a continuation of any Interest Period for any SOFR Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or the Scheduled Unavailability Date has occurred with respect to the commencement of any Interest Period for a Borrowing of SOFR Loans that such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for ascertaining determining the Adjusted Term SOFR Relevant Rate for the applicable Agreed Currency for any determination date(s) or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such requested Interest Period, or as applicable, with respect to a proposed Term SOFR Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Majority Administrative Agent or the Required Lenders determine that for any reason that the Relevant Rate with respect to a proposed Loan denominated in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR an Agreed Currency for any requested Interest Period with respect to a proposed SOFR Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loansor maintain Loans in the affected currencies, and any right of the Borrower as applicable, or to continue convert Base Rate Loans to Term SOFR Loans, shall be suspended (in each case to the extent of the affected Term SOFR Loans, Alternative Currency Loans or affected Interest PeriodsPeriod or determination date(s), as applicable, and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower Company may revoke any pending request for a borrowing Borrowing of, or conversion to to, or continuation of Term SOFR Loans (or Alternative Currency Loans to the extent of the affected Term SOFR Loans, Alternative Currency Loans or affected Interest Periods) Period or determination date(s), 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 ABR Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (yii)(A) any outstanding affected Term SOFR Loans will shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period and (B) any outstanding affected Alternative Currency Loans, at the Company’s election, shall either (1) be converted into ABR a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period. Upon any , in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Company (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Company of such conversionnotice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan, the Borrower Company shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant be deemed to Section 5.02have elected clause (1) above.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.033.8, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent or the Required Lenders determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 maintain SOFR Loans, and any right of the Borrower to continue SOFR Loans, Loans shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii)b) above, at the instruction direction of the Majority Required Lenders) revokes such notice. Upon the Borrower’s receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Loans in the amount specified therein and (y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.5. Subject to Section 3.8, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” or the “Federal Funds Rate” cannot be determined pursuant to the definitions thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (b) or clause (c), as applicable, of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a)If, (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Accrual Period for or prior to the date of any SOFR Loan:Advance, as applicable, (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that Term SOFR cannot be determined pursuant to the commencement of definition thereof, or (b) the Administrative Agent determines, following notice from the Required Lenders, that for any Interest Period for a Borrowing of SOFR Loans that reason adequate and reasonable means do not exist for ascertaining determining LIBOR for the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in applicable Advancesin connection with any request for a SOFR Loan an Advance or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Accrual Period with respect to a proposed SOFR Loan Advance does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each caseAdvance, the Administrative Agent will promptly so notify the Borrower Borrower, the Collateral Agent and each Lender; provided that the Administrative Agent has made a similar determination with respect to similarly situated borrowers in similar facilities. Thereafter,Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Advances with reference to Term SOFR Loans, and any right of the Borrower to continue SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans Advances or affected Interest Accrual Periods) until the Administrative Agent (with respect to clause (ii), at upon the instruction of the Majority Lenders) revokes such notice; provided that new Advances may be made at, and existing (it being understood that the occurrence of any such event shall not require repayment of any Advances). Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans Advances (to the extent of the affected SOFR Loans Advances or affected Interest Accrual 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 ABR Loans Advances in the amount specified therein bearing interest at a rate per annum equal to the Base Rate plus the Applicable Margin and (yii) any outstanding affected SOFR Loans will Advances wouldwill be deemed maintained anddeemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversionto bearinto Advances bearing interest at, the Borrower Base Rate. For the avoidance of doubt, this Section 2.12 shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02not apply during a Benchmark Unavailability Period.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.032.20, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (ii) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided written notice of such determination to the Administrative Agent, (iii) then, in each case, then the Administrative Agent will promptly so notify the Borrower Company and each Lender. Upon notice thereof by the Administrative Agent to the BorrowerCompany, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower Company to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iia)(ii), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower Company may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower Company will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower Company shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.19(c). Subject to Section 2.20, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) If in connection with any request for a Term SOFR Loan or a conversion of this Section 3.03, if, on Base Rate Loans to Term SOFR Loans or prior to the first day a continuation of any Interest Period for any SOFR Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the commencement of any Interest Period for a Borrowing of SOFR Loans that circumstances under Section 3.03(b)(i) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (1) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Term SOFR Loans, and any right of the Borrower or to continue convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods), and (2) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing Borrowing of, or conversion to to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (y) any outstanding affected Term SOFR Loans will shall be deemed to have been converted into ABR to Base Rate Loans immediately at the end of the their respective applicable Interest Period. Upon . (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining one-month or three-month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case, acting in such capacity, has made a public statement identifying a specific date after which one-month and three-month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of Dollar denominated syndicated loans, or shall or will otherwise cease; provided, that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which one-month and three-month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such conversiondate, the Borrower “Term SOFR Replacement Date”), which date shall also pay accrued interest be at the end of an Interest Period or on the amount relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (A) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (B) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then, in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 3.03(b) at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark, and in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that, to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so converteddetermined would otherwise be less than zero, together the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any additional amounts required pursuant other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to Section 5.02this Agreement; provided, that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason If in connection with any request for a SOFR Loan or a conversion thereto to or continuation thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the relevant interbank market for the applicable amount and Interest Period of such SOFR Loan, or (B) adequate and reasonable means do not exist for determining Adjusted Term SOFR for any requested Interest Period with respect to a continuation thereof proposed SOFR Loan or in connection with an existing or proposed Base Rate Loan, provided that no Benchmark Transition Event shall have occurred at such time or for such Interest Period, or (ii) the Administrative Agent or the Required Lenders determine that for any reason Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each caseSOFR Loan , the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain SOFR Loans, and any right of the Borrower to continue SOFR Loans, Loans shall be suspended suspended, (to the extent of the affected SOFR Loans or affected Interest Periods) and in the event of a determination described in the preceding sentence with respect to the Adjusted Term SOFR component of the Base Rate, the utilization of the Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans Base Rate loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02.

Inability to Determine Rates. Subject to clauses (aSection 3.03(b), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because cannot be determined pursuant to the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (ii) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, then 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 or continue SOFR Loans, Loans shall be suspended (to the extent of the affected SOFR Loans or and, in the case of a SOFR Loan, the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or and, in the case of a SOFR Loans, 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of SOFR Loans, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount amounts so converted, together with any additional amounts required pursuant to Section 5.023.05(a) of this Agreement.

Inability to Determine Rates. Subject to clauses Section 15.24, (a), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative if Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on or prior to the commencement first day of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or or (iib) the Majority Agent or Required Lenders (by notice to Agent) determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term the SOFR Interest Rate for any requested Term SOFR Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 or continue SOFR Loans, Loans shall be suspended (to the extent of the affected SOFR Loans or the affected Term SOFR Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Term SOFR 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Term SOFR Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.028.4.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) If in connection with any request for a Term SOFR Loan or an Alternative Currency Loan or a conversion of this Section 3.03, if, on Base Rate Loans to Term SOFR Loans or prior to the first day a continuation of any Interest Period for any SOFR Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 3.03(b) or Section 3.03(c) and the circumstances under clause (i) of Section 3.03(b) or of Section 3.03(c) or the Scheduled Unavailability Date has occurred with respect to the commencement of any Interest Period for a Borrowing of SOFR Loans that such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for ascertaining determining the Adjusted Term SOFR Relevant Rate for the applicable Agreed Currency for any determination date(s) or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such requested Interest Period, or as applicable, with respect to a proposed Term SOFR Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Majority Administrative Agent or the Required Lenders reasonably determine that for any reason that the Relevant Rate with respect to a proposed Loan denominated in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR an Agreed Currency for any requested Interest Period with respect to a proposed SOFR Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loansor maintain Loans in the affected currency or currencies, and any right of the Borrower as applicable, or to continue convert Base Rate Loans to Term SOFR Loans, shall be suspended (in each case to the extent of the affected SOFR Alternative Currency Loans or affected Interest PeriodsPeriod or determination date(s), as applicable), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing Borrowing of, continuation of, or conversion to Term SOFR Loans or continuation of SOFR Alternative Currency Loans (to the extent of the affected Term SOFR Loans, Alternative Currency Loans or affected Interest Periods) Period or determination date(s)), 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 ABR Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (yii) (A) any outstanding affected Term SOFR Loans will shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period and (B) any outstanding affected Alternative Currency Loans, at the Borrower’s election, shall either (1) be converted into ABR a request for a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period. Upon any , in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Borrower (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Borrower of such conversionnotice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant be deemed to Section 5.02have elected clause (1) above.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.032.13, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (ii) the Majority Requisite Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Requisite Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower Borrowing Agent and each Lender. Upon notice thereof by the Administrative Agent to the BorrowerBorrowing Agent, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower Borrowers to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Requisite Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Borrowing Agent may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.12. Subject to Section 2.13, if Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by Agent without reference to clause (c) of the definition of “Base Rate” until Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.032.11, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest error) prior that Term SOFR cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (ii) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted the Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 continue SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Required Lenders) revokes such notice. Upon Subject to Section 2.11, upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.13.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.033.08, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, definition thereof; or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower Representative and each Lender. Upon notice thereof by the Administrative Agent to the BorrowerBorrower Representative, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower Representative to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower Representative may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower Representative will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02.3.04. Subject to Section 3.08, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Agent without reference to clause (c) of the definition of “Base Rate” until the Agent revokes such determination

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.033.08, if, on or prior to the first day of any Interest Period for any Term SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior or is directed by the Required Lenders that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a Term SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. . (c) Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Loans, and any right of the Borrower to continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.05. Subject to Section 3.08, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first (1st) day of any Interest Period for any SOFR Loan: (i) Loan the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each casedefinition thereof, 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 continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted. Subject to Section 3.03, together with any additional amounts required if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to Section 5.02the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a)If, (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan:Accrual Period (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that SOFR Rate cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Lenders determine Administrative Agent determines, following notice from the Required Lenders, that for any reason in connection with any request for a SOFR Loan an Advance or a conversion thereto or a continuation thereof that Adjusted Term the SOFR Rate for any requested Interest Accrual Period with respect to a proposed SOFR Loan Advance does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each caseAdvance, the Administrative Agent will promptly so notify the Borrower Borrower, the Collateral Agent and each Lender; provided that the Administrative Agent has made a similar determination with respect to similarly situated borrowers in similar facilities. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Advances with reference to the SOFR Loans, and any right of the Borrower to continue SOFR Loans, Rate shall be suspended (to the extent of the affected SOFR Loans Advances or affected Interest Accrual Periods) until the Administrative Agent (with respect to clause (ii), at upon the instruction of the Majority Lenders) revokes such noticenotice (it being understood that the occurrence of any such event shall not require repayment of any Advances). Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans Advances (to the extent of the affected SOFR Loans Advances or affected Interest Accrual 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 ABR Loans Advances in the amount specified therein bearing interest at a rate per annum equal to the Base Rate plus the Applicable Margin and (yii) any outstanding affected SOFR Loans Advances will be deemed to have been converted into ABR Loans Advances bearing interest at the end Base Rate. For the avoidance of the applicable Interest doubt, this Section 2.12 shall not apply during a Benchmark Unavailability Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02.

Inability to Determine Rates. Subject With respect to clauses (a), (b), (c), (d) and (e) of this any Term SOFR Loan subject to Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan2.19: (ia) if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that: (A) 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” cannot be determined pursuant to the definition thereof on or prior to the commencement first day of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Accrual Period, ; or (iiB) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR such Loan or a conversion thereto or a continuation thereof that Adjusted that, if Term SOFR for is utilized in any requested Interest Period calculations hereunder or under any other Loan Document with respect to a proposed any Obligations, interest, fees, commissions or other amounts, Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and or maintaining such LoanLoan during the applicable Accrual Period, and and, in the Majority case of (i) or (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, (iii) , then, in each case, the Administrative Agent will promptly so notify the Borrower and each applicable Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Loans, Loans and any right of the Borrower to convert any Loan to or continue any Loan as a Term SOFR Loans, Loan shall be suspended (to the extent of including the affected SOFR Loans or affected Interest PeriodsAccrual Period) until the Administrative Agent (with respect to clause (ii)B) above, at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xA) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of including the affected SOFR Loans or affected Interest PeriodsAccrual Period) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (yB) any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest PeriodAccrual Period or be prepaid in full immediately; provided that if no election is made by the Borrower by the date that is the earlier of three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected to convert to Base Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest (on the amount so prepaid or converted. Subject to Section 2.19, together with any additional amounts required if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to Section 5.02the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) If the Administrative Agent determines or the Required Lenders (with notice to the Administrative Agent) reasonably determine (which determination determination, in each case, shall be conclusive and binding absent manifest error) prior to the commencement of that for any Interest Period for a Borrowing of SOFR Loans that reason, (x) adequate and reasonable means do not exist for ascertaining the Adjusted determining Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan, or a conversion to Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that continuation thereof for any reason requested Interest Period or (y) that in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain SOFR Loans, and any right of Loans in the Borrower to continue SOFR Loans, affected currency or currencies shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the extent Adjusted Term SOFR component of the affected Base Rate, the utilization of Adjusted Term SOFR Loans or affected Interest Periods) component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to clause (ii), at upon the instruction of the Majority LendersBlackstone Credit Representative) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon therein, provided that, upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.06. Notwithstanding anything to the contrary herein, the Administrative Agent (at the direction of the Blackstone Credit Representative) will have the right to make SOFR Successor Rate Conforming Changes from time to time in consultation with the Blackstone Credit Representative and the Borrower and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such SOFR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document (and the Lenders hereby (A) authorize and direct the Administrative Agent to implement such SOFR Successor Rate Conforming Changes and execute and deliver any such amendment, in each case in which the Blackstone Credit Representative has provided a written direction to the Administrative Agent and (B) acknowledge and agree that the Administrative Agent shall be entitled to all of the exculpations, protections and indemnifications provided for in this Agreement in favor of the Administrative Agent in implementing any such SOFR Successor Rate Conforming Changes and in executing and delivering any such amendment). (b) Notwithstanding anything else in this Agreement to the contrary, if at any time an event specified in Section 3.04(a) or a Benchmark Transition Event has occurred, then the Administrative Agent (at the direction of the Blackstone Credit Representative) and the Borrower may establish an alternate benchmark floating rate of interest to the Term SOFR Reference Rate (or the then-current Benchmark) that is a Benchmark Replacement, and may enter into an amendment to this Agreement (the “Benchmark Replacement Amendment”) to reflect such Benchmark Replacement and such other related changes to this Agreement with respect thereto as may be applicable in their discretion (in the case of the Administrative Agent, acting at the direction of the Blackstone Credit Representative), including provisions for the Administrative Agent and the Borrower to allow for the adoption (without further amendment) of a term structure and any SOFR Successor Rate Conforming Changes (and the Lenders hereby (A) authorize and direct the Administrative Agent to implement such SOFR Successor Rate Conforming Changes and other provisions, and execute and deliver any such amendment, in each case in which the Blackstone Credit Representative has provided a written direction to the Administrative Agent and (B) acknowledge and agree that the Administrative Agent shall be entitled to all of the exculpations, protections and indemnifications provided for in this Agreement in favor of the Administrative Agent in implementing any such SOFR Successor Rate Conforming Changes and other provisions and in executing and delivering any such amendment); provided, that any Benchmark Replacement implemented pursuant to this Section 3.04 shall only be implemented to the extent it is commercially practicable for the Administrative Agent to administer (as determined by the Administrative Agent in its sole discretion). Notwithstanding anything to the contrary herein, the Benchmark Replacement Amendment (i) shall become effective without any further action or consent of any other party to this Agreement and (ii) may designate the timing of effectiveness of the Benchmark Replacement (including pursuant to the occurrence of identified conditions). (c) If an event specified in Section 3.04(a) or a Benchmark Transition Event has occurred and there is not a Benchmark Replacement, then the Administrative Agent (at the direction of the Blackstone Credit Representative) and the Borrower may establish an alternate benchmark floating term rate of interest to the Term SOFR Reference Rate (or the then-current Benchmark) that is not a Benchmark Replacement, which may include a spread or method for determining a spread or other adjustments or modifications (including to make appropriate adjustments to (i) preserve pricing in effect at the time of selection of such new rate and (ii) for the duration and time for determination of such rate in relation to any applicable Interest Period), and enter into a Benchmark Replacement Amendment to reflect such alternate rate of interest, which amendment shall become effective within five (5) Business Days of the date that notice of such alternate rate of interest is provided to the Lenders unless prior to the end of such five (5) Business Day period the Administrative Agent receives a written notice from the Required Lenders stating that such Required Lenders object to such alternate rate of interest (the “Alternative Benchmark Rate”); provided that any Alternative Benchmark Rate implemented pursuant to this paragraph shall only be implemented to the extent it is commercially practicable for the Administrative Agent to administer (as determined by the Administrative Agent in its sole discretion). For the avoidance of doubt, if any such alternate rate of interest (including any spread or other adjustment or modification) determined pursuant to this paragraph would be less than the Floor, such rate shall be deemed to be the Floor for purposes of this Agreement. (d) Following the effectiveness of the Benchmark Replacement or the Benchmark Replacement Amendment, if any Benchmark Transition Event occurs with respect to the Benchmark Replacement or the Benchmark Replacement or the Alternative Benchmark Rate identified in such Benchmark Replacement Amendment (including, for the avoidance of doubt, any change in or alternative to the Benchmark Replacement Adjustment or any change in or alternative to a compounded or term methodology for calculating such benchmark), then the Administrative Agent (at the direction of the Blackstone Credit Representative) and the Borrower may enter into an additional Benchmark Replacement Amendment to reflect another Benchmark Replacement without any further action or consent of any other party to this Agreement or to reflect an Alternative Benchmark Rate, which amendment, for the avoidance of doubt, shall become effective within five (5) Business Days of the date that notice of such alternate rate of interest is provided to the Lenders, unless prior to the end of such five (5) Business Day period the Administrative Agent receives a written notice from the Required Lenders stating that such Required Lenders object to such alternate rate of interest; provided that, with respect to any such additional Benchmark Replacement Amendment to reflect another Benchmark Replacement, the Required Lenders shall (i) not be entitled to object to any such Benchmark Replacement based on SOFR contained in such additional Benchmark Replacement Amendment and (ii) only be entitled to object to the Benchmark Replacement Adjustments with respect thereto (and the Lenders hereby (A) authorize and direct the Administrative Agent to execute and deliver any such amendment and implement any and all changes relating to such other Benchmark Replacement, in each case in which the Blackstone Credit Representative has provided a written direction to the Administrative Agent and (B) acknowledge and agree that the Administrative Agent shall be entitled to all of the exculpations, protections and indemnifications provided for in this Agreement in favor of the Administrative Agent in executing and delivering any such amendment and implementing any and all changes relating to such other Benchmark Replacement). (e) Notwithstanding anything in this Agreement to the contrary, if at any time (x) an event specified in Section 3.04(a) has occurred or (y) upon the commencement of any other Benchmark Unavailability Period, and in each case, a Benchmark Replacement or other alternative has not been implemented in accordance with Section 3.04(b), Section 3.04(c) or Section 3.04(d), as applicable, by the end of the then current Interest Period, any outstanding affected Loans will be deemed to have been converted into Base Rate Loans at the end of such Interest Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, 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. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate. (f) The Administrative Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of Term SOFR (or any other applicable benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of (except as directed by the Blackstone Credit Representative or Required Lenders, as applicable), any termination date relating to Term SOFR, (ii) to select determine or designate any alternative rate, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) to select, determine or designate any other modifier to any alternative rate or (iv) to determine whether or what alternative rate changes are necessary or advisable, if any, in connection with any of the foregoing. The Administrative Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of Term SOFR (or any other applicable benchmark) and absence of a designated replacement benchmark, including as a result of any inability, delay, error or inaccuracy on the part of the Blackstone Credit Representative or Required Lenders in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to any alternate replacement index to Term SOFR, including without limitation, whether the composition or characteristics of any such alternate replacement index to Term SOFR will be similar to, or produce the same value or economic equivalence of, Term SOFR or have the same volume or liquidity as did Term SOFR prior to its discontinuance or unavailability.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 continue SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Loans in the amount specified therein and (y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02.​ ​

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.033.8, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 or maintain SOFR Loans, and any right of the Borrower to continue SOFR Loans, Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii)b) above, at the instruction of the Majority Required Lenders) revokes such notice. Upon the Borrower’s receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.5. Subject to Section 3.8, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) If the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to or the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Required Lenders reasonably determine that for any reason in connection with any request for a SOFR Rate Loan or a conversion thereto to or a continuation thereof that Adjusted Term (a) adequate and reasonable means do not exist for determining SOFR for any requested Interest Period with respect to a proposed SOFR Rate Loan or in connection with an existing or proposed Base Rate Loan or (b) SOFR for any requested Interest Period with respect to a proposed SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (i) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain SOFR LoansRate Loans shall be suspended, and any right (ii) in the event of a determination described in the preceding sentence: with respect to the SOFR component of the Borrower to continue Base Rate, the utilization of the SOFR Loans, component in determining the Base Rate shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR Rate Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans, in the case of SOFR Rate Loans in the amount specified therein therein; provided, however, that if the Borrower and the applicable Lenders cannot agree within a reasonable time on an alternative rate for such Loans, the Borrower may, at their discretion, either (x) prepay such Loans or (y) any outstanding affected SOFR maintain such Loans outstanding, in which case, the interest rate payable to the applicable Lender on such Loans will be deemed the rate determined by the Administrative Agent as its cost of funds to have been converted into ABR fund a Borrowing of such Loans at with maturities comparable to the end of Interest Period applicable thereto plus the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02Applicable Rate.

Inability to Determine Rates. (A) Subject to clauses (aSection 2.11(C), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Accrual Period for any SOFR LoanAdvance: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan Advance or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Accrual Period with respect to a proposed SOFR Loan Advance does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such LoanAdvance, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon . (B) Subject to Section 2.11(C), upon delivery of a notice thereof by the Administrative Agent to the BorrowerBorrower under Section 2.11(A), (i) any obligation of the Lenders to make SOFR LoansAdvances, and any right of the Borrower to continue SOFR Loans, Advances or to convert Base Rate Advances to SOFR Advances shall be suspended (to the extent of the affected SOFR Loans Advances or the affected Interest Accrual Periods) and (ii) if the circumstances giving rise to such notice affect the calculation of Base Rate, the Administrative Agent shall during the period of such suspension compute Base Rate, in each case, until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans Advances (to the extent of the affected SOFR Loans Advances or the affected Interest Accrual 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 ABR Loans Base Rate Advances in the amount specified therein and (yii) any outstanding affected SOFR Loans Advances will be deemed to have been converted into ABR Loans Base Rate Advances at the end of the applicable Interest Accrual Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted and any additional amounts required pursuant to Section 2.12(A). (C) Notwithstanding anything to the contrary in this Agreement or any other Transaction Documents, (i) Upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Majority Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.11(C)(i) will occur prior to the applicable Benchmark Transition Start Date. (ii) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. (iii) The Administrative Agent will promptly notify the Borrower and the Lenders of (1) the implementation of any Benchmark Replacement and (2) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.11(C)(iv). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.11(C), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 2.11(C). (iv) Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (x) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the administrator of such Benchmark or the regulatory supervisor for the administrator of such ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative tenor and (2) if a tenor that was removed pursuant to clause (1) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. (v) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Advance of, conversion to or continuation of SOFR Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Base Rate Advance or conversion to Base Rate Advances. (vi) None of the Paying Agent, Collateral Agent, Custodian or Transaction Transition Manager shall be (1) responsible for making any decisions or determinations in connection with any Benchmark Replacement, Conforming Changes or other matters under this Section 2.11(C), or (2) have any liability for any determination, decision or election made by or on behalf of the Administrative Agent (or other similar role) or the Borrower in connection with any Benchmark Replacement or Conforming Changes. The Administrative Agent and each Lender shall be deemed to waive and release any and all claims against the Paying Agent, Collateral Agent, Custodian or Transaction Transition [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. Manager relating to any such determination, decision or election by the Administrative Agent. (D) Notwithstanding anything to the contrary in this Agreement or any other Transaction Documents, if any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain, or fund Advances whose interest is determined by reference to Term SOFR, the Term SOFR Reference Rate, Term SOFR or SOFR, or otherwise to determine or charge interest rates based upon Term SOFR, the Term SOFR Reference Rate, Term SOFR or SOFR, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (1) any obligation of such Lender to make or continue SOFR Advances or to convert Base Rate Advances to SOFR Advances shall be suspended, and (2) the interest rate on which Base Rate Advances of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent, in each case until such ▇▇▇▇▇▇ notifies Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Advances of such Lender to Base Rate Advances (the interest rate on which Base Rate Advances of such Lender shall, if necessary to avoid such illegality, be determined by Administrative Agent on the last day of the Interest Accrual Period therefor if such Lender may lawfully continue to maintain such SOFR Advances to such day, or immediately, if such Lender may not lawfully continue to maintain such SOFR Advances). Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 5.022.12.

Inability to Determine Rates. (a) Subject to clauses (aSection 3.03(b), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any Term SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (ii) the Majority Required Lenders determine that for any reason in connection with any request for a Term SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 Term SOFR Loans, and any right of the Borrower to continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.05. Subject to Section 3.03(b), if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, If on or prior to the first day of any Interest Period for any Borrowing of SOFR LoanLoans: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, then 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 or continue SOFR Loans, Loans shall be suspended (to the extent of the affected SOFR Loans or and, in the case of a SOFR Loan, the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or and, in the case of a SOFR 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of a SOFR Loans, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.024.5.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.032.5, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted con-verted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.024.2. Subject to Section 2.5, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Agent without reference to clause (c) of the definition of “ABR” until the Agent revokes such determination.

Inability to Determine Rates. Subject to clauses Section 4.10, in connection with any Request for Borrowing of, Conversion Notice to or Rollover Notice of any SOFR Loan or otherwise, if for any reason (a), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans that reasonable and adequate and reasonable means do not exist (i) for ascertaining Daily Simple SOFR pursuant to the Adjusted Term SOFR definition thereof, or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted ascertaining Term SOFR for any requested the applicable Interest Period with respect to a proposed SOFR Loan on or prior to the first day of such Interest Period, or (b) the Required Lenders determine (which determination shall be conclusive and binding absent manifest error) that (i) Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making and or maintaining such LoanLoans, or (ii) Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, and in the Majority case of either of the foregoing clause (i) or clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, (iii) , then, in each case, the Administrative Agent will shall promptly so notify give notice thereof to the Borrower and each LenderBorrowers. Upon notice thereof by the Administrative Agent to the BorrowerBorrowers, any obligation of the Lenders to make SOFR Loans, as applicable, and any right of the Borrower Borrowers to continue Convert any Loan to or Rollover any Loan as a SOFR LoansLoan, as applicable, shall be suspended (to the extent of the affected SOFR Loans or or, in the case of Term SOFR Loans, the affected Interest Periods) until the Administrative Agent (with respect to clause (ii)b) above, at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower Borrowers may revoke any pending request Request for a borrowing Borrowing of, conversion Conversion Notice to or continuation Rollover Notice of SOFR Loans (to the extent of the affected SOFR Loans or or, in the case of Term SOFR Loans, the affected Interest Periods) or, failing that, the Borrower Borrowers will be deemed to have converted any such request or notice into a request Request for a Borrowing of or conversion Conversion Notice to ABR Reference Rate Loans in the amount specified therein and (y) any outstanding affected Daily Simple SOFR Loans will be deemed to have been converted into ABR Reference Rate Loans immediately, and any outstanding affected Term SOFR Loans will be deemed to have been converted into Reference Rate Loans at the end of the applicable Interest Period. Upon any such conversionconversion or any prepayment of such Loans, the Borrower Borrowers shall also pay accrued interest on the amount so convertedconverted or prepaid, together with any additional amounts required pursuant to Section 5.024.5.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on If in connection with any request for a Term SOFR Loan or prior a conversion to the first day of any Interest Period for any SOFR Loan:or continuation thereof, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed ABR Loan and (y) the circumstances described in Section 2.11(c)(i) do not apply (in each case with respect to this clause (i), “Impacted Loans”); or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Term SOFR Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Term SOFR Loans, and any right of the Borrower to continue SOFR Loans, Loans shall be suspended suspended, (to the extent of the affected Term SOFR Loans or affected Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required ▇▇▇▇▇▇▇ described in clause (ii) of Section 2.11(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such noticenotice (which the Administrative Agent agrees promptly to do upon determination by the Administrative Agent or the Required Lenders that the circumstances giving rise to such notice no longer exist). Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or 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 ABR Loans in the amount specified therein therein. (b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (i) of Section 2.11(a), the Administrative Agent, in consultation with the Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of Section 2.11(a), (ii) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (iii) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined (which determination shall be conclusive absent manifest error), that: (i) adequate and reasonable means do not exist for ascertaining Term SOFR for any requested Interest Period, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which Term SOFR or the Term SOFR Screen Rate shall no longer be made available, or used for determining the interest rate of loans; provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide Term SOFR after such specified date (such specified date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.11, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace Term SOFR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR in accordance with this Section 3.03 with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “Successor Rate”), together with any proposed Successor Rate Conforming Changes, and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in the case of an amendment to replace Term SOFR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace Term SOFR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If no Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans shall be suspended, (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) the Term SOFR component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any outstanding affected pending request for a Borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have been converted such request into a request for a Borrowing of ABR Loans at (subject to the end foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of Successor Rate shall provide that in no event shall such Successor Rate be less than zero for purposes of this Agreement. In connection with the applicable Interest Period. Upon implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such conversionamendment effected, the Borrower Administrative Agent shall also pay accrued interest on post each such amendment implementing such Conforming Changes to the amount so converted, together with any additional amounts required pursuant to Section 5.02Lenders reasonably promptly after such amendment becomes effective.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.032.24 below, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) , the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that Term SOFR cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining definition thereof, or the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, then the Administrative Agent will promptly so notify the Borrower and each LenderBorrowers. Upon notice thereof by the Administrative Agent to the BorrowerBorrowers, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower Borrowers to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) Required Lenders revokes such notice. Upon receipt of such notice, (xi) the Borrower Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.16.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on or prior Notwithstanding anything to the first day of contrary in this Agreement or in any Interest Period for any SOFR Loan: (i) other Loan Document, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior ), or the Borrowers or the Required Lenders notify the Administrative Agent (with, in the case of such notification by the Required Lenders, a copy to the commencement of any Interest Period for a Borrowing of SOFR Loans Borrowers) that the Borrowers or the Required Lenders (as the case may be) have determined, that: (A) adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR LIBOR for any Interest Period hereunder or Term SOFR (any other tenors of LIBOR, including, without limitation, because the Term SOFR Reference LIBOR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (B) the administrator of the LIBOR Screen Rate, or a Governmental Authority having jurisdiction over the Administrative Agent or over such administrator, has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans; provided, that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (C) the administrator of the LIBOR Screen Rate, or a Governmental Authority having jurisdiction over such administrator, has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (D) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in any such case of: (i) the foregoing clauses (a)(A) through (a)(C), on a date and time determined by the Administrative Agent (any such date, the “LIBOR Replacement Date”), which date shall (I) be at the end of an Interest Period or on the relevant Interest Payment Date, as applicable, for interest calculated hereunder, and (II) occur reasonably promptly upon the occurrence of any of the events and/or circumstances described in the foregoing clauses (a)(A) through (a)(C) and, solely with respect to the events or circumstances described in the foregoing clause (a)(B), by no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under each other Loan Document with (subject to the proviso to this clause (a) below) the first (1st) available alternative set forth in the roman numeric order of the sub-clauses immediately below, for any payment period for interest calculated that can be determined by the Administrative Agent, in any such Interest Periodcase of the foregoing, orwithout any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”): (I) Term SOFR, plus the Related Adjustment; and (II) SOFR, plus the Related Adjustment; and (ii) the Majority foregoing clause (a)(D), the Borrower and the Administrative Agent may amend this Agreement solely for the purpose of replacing LIBOR under this Agreement and under each other Loan Document in accordance with the definition of “LIBOR Successor Rate” in the foregoing clause (a)(i), and such amendment will become effective at 5:00 p.m. on the date that is five (5) Business Days after the date of which the Administrative Agent shall have notified all Lenders determine and the Borrower of the occurrence of the events and/or circumstances described in the foregoing clause (a)(D), unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to the implementation of a LIBOR Successor Rate pursuant to this clause (a); provided, that, if the Administrative Agent determines that Term SOFR has become available, is administratively feasible for the Administrative Agent, and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect was so identified, and the Administrative Agent notifies each Borrower and each Lender of such availability, then, from and after the beginning of the applicable Interest Period, relevant Interest Payment Date or payment period for interest calculated, in each case of the foregoing, commencing no less than thirty (30) calendar days after the date of such notice: (1) the Pre-Adjustment Successor Rate shall be Term SOFR; and (2) the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment. (b) The Administrative Agent will promptly (in one (1) or more notices) notify each Borrower and each Lender of: (i) any reason occurrence of any of the events, periods or circumstances described in any of the foregoing clauses (a)(A) through (a)(C); (ii) a LIBOR Replacement Date; and (iii) the LIBOR Successor Rate. (c) Any LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided, that, to the extent that such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. (d) Notwithstanding anything to the contrary herein or in any other Loan Document, if, at any time, any LIBOR Successor Rate, as determined in accordance with this Section 3.03, would (but for the adjustment described in this clause (d)) be less than one-fourth of one percent (0.25%), the LIBOR Successor Rate shall be deemed to be one-fourth of one percent (0.25%) for all purposes of this Agreement and each other Loan Document. (e) In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent shall have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any request for a SOFR other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or a conversion thereto consent of any other party to this Agreement or a continuation thereof that Adjusted Term SOFR for any requested Interest Period other Loan Document; provided, that, with respect to a proposed SOFR any such amendment effected, the Administrative Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Change(s) to the Borrowers and the Lenders reasonably promptly after such amendment becomes effective. (f) If any of the events and/or circumstances described in any of the foregoing clauses (a)(A) through (a)(C) have occurred with respect to the LIBOR Successor Rate then in effect, then the successor rate thereto shall be determined in accordance with the definition of “LIBOR Successor Rate” in the foregoing clause (a)(i). (g) Notwithstanding anything to the contrary herein or in any other Loan does not adequately Document, (i) after any such determination by the Administrative Agent or receipt by the Administrative Agent of any such notice described in the foregoing clause (a), in each case of the foregoing, in respect of the occurrence of any such events and/or circumstances described in any of the foregoing clauses (a)(A) through (A)(C), if the Administrative Agent determines that none of the LIBOR Successor Rates is available on or prior to the LIBOR Replacement Date, (ii) if any of the events and/or circumstances described the foregoing clause (a)(D) have occurred, but none of the LIBOR Successor Rates is available, or (iii) if any of the events and/or circumstances described in the foregoing clauses (a)(A) through (a)(C) have occurred with respect to the LIBOR Successor Rate then in effect and fairly reflect the cost Administrative Agent determines that none of the LIBOR Successor Rates is available, then, in any such case of the foregoing clauses (g)(i) through (g)(iii), the Administrative Agent and the Borrowers may amend this Agreement solely for the purpose of replacing LIBOR, or any then current LIBOR Successor Rate, in accordance with this Section 3.03 at the end of any Interest Period, relevant Interest Payment Date or payment period for interest calculated hereunder, as applicable, with another alternate benchmark rate, giving due consideration to any evolving or then-existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks, and, in any such case of the foregoing clauses (g)(i) through (g)(iii), including any Related Adjustments and any other mathematical and/or other adjustments to such benchmark, giving due consideration to any evolving or then-existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment(s), or method(s) for calculating such adjustment(s), shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustment(s) shall constitute a LIBOR Successor Rate. Any such amendment shall become effective at 5:00 p.m. on the date that is five (5) Business Days after the date on which the Administrative Agent shall have posted such proposed amendment to all Lenders of making and maintaining such Loan, and the Majority Borrowers, unless, prior to such time, Lenders comprising the Required Lenders have provided notice of such determination delivered to the Administrative Agent,Agent written notice that such Required Lenders object to such amendment. (iiih) If, at the end of any Interest Period, relevant Interest Payment Date or payment period for interest calculated hereunder, (A) no LIBOR Successor Rate has been determined in accordance with the foregoing clauses (a) through (g), and (B) either (I) any of the events and/or circumstances described in either of the foregoing clauses (a)(A) or (a)(C) have occurred and continue to exist, or (II) the Scheduled Unavailability Date has occurred (as the case may be), then, in each caseany such case of the foregoing, the Administrative Agent will promptly so notify the each Borrower and each Lender. Upon notice thereof by Thereafter, (i) the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans, or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected SOFR Loans or affected Eurodollar Rate Loans, Interest Periods, Interest Payment Dates or payment periods), and (ii) the Eurodollar Rate component of the Base Rate (described in clause (c) of the definition of “Base Rate” in Section 1.01) shall no longer be utilized in determining the Base Rate, in each case of the foregoing clauses (h)(i) and (h)(ii), until the Administrative Agent LIBOR Successor Rate has been determined in accordance with the foregoing clauses (with respect to clause a) through (iig), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (x) the any Borrower may revoke any pending request by such Borrower for a borrowing Borrowing of, or conversion to or continuation of SOFR of, Eurodollar Rate Loans (to the extent of the affected SOFR Loans or affected Eurodollar Rate Loans, Interest Periods, Interest Payment Dates or payment periods) or, failing that, the such Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion Base Rate Loans (subject to ABR Loans the foregoing clause (h)(ii)) in the amount specified therein and (y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02therein.

Inability to Determine Rates. Subject to clauses (aSection 2.07(d), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, ordefinition thereof; (ii) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent,; or (iii) the Administrative Agent (acting at the instructions of the Required Lenders) has determined that the implementation of Conforming Changes is required to permit the use and administration of the Benchmark and this Agreement has not been amended to incorporate such Conforming Changes; then, in each case, 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 continue SOFR Loans or to convert Alternative Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until until, with respect to clause (i) and (ii) above, the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Required Lenders) revokes such noticenotice or, with respect to clause (iii) above, this Agreement is amended in order to incorporate the relevant Conforming Changes. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Alternative Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Alternative Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to this Section 5.022.07(c). Subject to Section 2.07(d), if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Alternative Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternative Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (aSection 2.13(c), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (ii) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iia)(ii), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.15. Subject to Section 2.13(c), if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “ Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. (i) Subject to clauses (aSection 2.14(b), (b)if, (c)in connection with any request for a Term SOFR Loan or a conversion of ABR Loans to Term SOFR Loans or a continuation of any of such Loans, (d) and (e) of this Section 3.03, ifas applicable, on or prior to the first day of any Interest Period for any Term SOFR Loan: , (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR definition thereof or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (iiB) the Majority Administrative Agent is advised by the Required Lenders determine in writing that for any reason in connection with any request for a Term SOFR Loan or a conversion thereto or a continuation thereof that Adjusted thereof, Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, then in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. . (ii) Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Loans, and any right of the Borrower to continue Term SOFR Loans, or to convert ABR Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or and/or the affected Interest Periods, as applicable) until the Administrative Agent (with respect to clause (ii)i)(B) above, at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xA) the Borrower may revoke any pending request for a borrowing ofBorrowing of Term SOFR Loans, or a conversion to or continuation of Term SOFR Loans (Loans, in each case, to the extent of the affected Term SOFR Loans or and/or the affected Interest Periods) or, as applicable, and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein Loans, and (yB) any outstanding affected Term SOFR Loans will be deemed to have been converted into to ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on If either the Required Lenders or prior to the first day of any Interest Period for any SOFR Loan: Administrative Agent reasonably determines in good faith that (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of for any Interest Period for a Borrowing of SOFR Loans that reason adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan, or (ii) Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Initial Term Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, or that deposits in the applicable Approved Currency in which such proposed Term SOFR Loan is to be denominated are not being offered to banks in the applicable offshore interbank market for the applicable amount and the Majority Lenders have provided notice Interest Period of such determination to Term SOFR Initial Term Loan in the Administrative Agent, (iii) then, in each caseapplicable Approved Currency, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Term SOFR Initial Term Loans or other Term SOFR Loans, and any right of the Borrower to continue SOFR Loansas applicable, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent at its discretion (with respect to clause (ii), at or upon the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of Term SOFR Initial Term Loans or other Term SOFR Loans (and in the case of a Borrowing of or conversion to the extent of the affected Term SOFR Loans or affected Interest Periodsmake any such request into a Borrowing of Daily SOFR Loans) or, failing that, the Borrower will be deemed to have converted any such request request, if applicable, into a request for a Borrowing of or conversion Base Rate Loan (without giving effect to ABR Loans clause (c) in the definition of “Base Rate”) in the amount specified therein and (y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02therein.

Inability to Determine Rates. Subject to clauses (a)) If in connection with any request for a Term SOFR Loan or a conversion to or continuation thereof, (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the commencement circumstances under clause (i) of any Interest Period for a Borrowing of SOFR Loans that Section 3.03(b) or the Scheduled Unavailability Date have occurred, or (B) adequate and reasonable means do not otherwise exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Term SOFR Loans, and any right of the Borrower or to continue convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing the Borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a the Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected Term SOFR Loans will shall be deemed to have been converted into ABR to Base Rate Loans immediately at the end of the their respective applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) If in connection with any request for a Term SOFR Loan or an Alternative Currency Loan or a conversion of this Section 3.03, if, on Base Rate Loans to Term SOFR Loans or prior to the first day a continuation of any Interest Period for any SOFR Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 2.11(b), and the circumstances under clause (i) of Section 2.11(b) or the Scheduled Unavailability Date has occurred with respect to the commencement of any Interest Period for a Borrowing of SOFR Loans that such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for ascertaining determining the Adjusted Term SOFR Relevant Rate for the applicable Agreed Currency for any determination date(s) or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such requested Interest Period, or as applicable, with respect to a proposed Term SOFR Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Majority Administrative Agent or the Required Lenders determine that for any reason that the Relevant Rate with respect to a proposed Loan denominated in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR the Agreed Currency for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loansor maintain Loans in the affected currencies, and any right of the Borrower as applicable, or to continue convert Base Rate Loans to Term SOFR Loans, shall be suspended (in each case to the extent of the affected Term SOFR Loans, Alternative Currency Loans or affected Interest PeriodsPeriods or determination date(s), as applicable), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.11(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing Borrowing of, or conversion to to, or continuation of Term SOFR Loans, or Borrowing of, or continuation of Alternative Currency Loans (to the extent of the affected Alternative Currency Loans or Term SOFR Loans or affected Interest PeriodsPeriods or determination date(s), 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 ABR Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (yii) (A) any outstanding affected Term SOFR Loans will shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period and (B) any outstanding affected Alternative Currency Loans, at the Company’s election, shall either (1) be converted into ABR a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period. Upon any , in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Company (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Company of such conversionnotice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan, the Borrower Company shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant be deemed to Section 5.02have elected clause (1) above.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on If in connection with any request for a SARON Loan or prior to the first day a continuation of any Interest Period for any SOFR such Loan: , as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to that (A) no SARON Successor Rate has been determined in accordance with Section 2.14(c), and the commencement circumstances under clause (i) of any Interest Period for a Borrowing of SOFR Loans that Section 2.14(c) or the SARON Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for ascertaining the Adjusted Term SOFR determining SARON for any determination date(s) with respect to a proposed Borrowing or Term SOFR (includingcontinuation of any SARON Loan, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Administrative Agent or the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period SARON with respect to a proposed SOFR Loan denominated in CHF for any determination date(s) does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower Company and each LenderLender in writing. Upon notice thereof by Thereafter, the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loansor maintain SARON Loans in CHF shall, and any right of subject to the Borrower to continue SOFR Loansimmediately succeeding sentence below, shall be suspended (to the extent of the affected SOFR SARON Loans or affected Interest Periodsdetermination date(s), as applicable), until (A) the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.14(b), until the Administrative Agent (with respect to clause (ii), at upon the instruction of the Majority Required Lenders) revokes such noticenotice or (B) a SARON Successor Rate is determined. Upon receipt of such written notice, (xi) the Borrower Company may revoke any pending request for a borrowing of, conversion to Borrowing or continuation of SOFR SARON Loans (to the extent of the affected SOFR SARON Loans or affected Interest Periodsdetermination date(s), 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 ABR Loans denominated in Dollars in the Dollar Amount of the amount specified therein and (yii) any outstanding affected SOFR SARON Loans will that have not been prepaid, at the Company’s election, shall either (1) be deemed to have been converted into a Borrowing of ABR Loans denominated in Dollars in the Dollar Amount of the amount of such outstanding SARON Loan at the end of the applicable Interest Period as determined by the Administrative Agent in good faith on and as of such conversion date or (2) be prepaid in full at the end of the applicable Interest Period. Upon any such conversion; provided that if no election is made by the Company by the last day of the current Interest Period for the applicable SARON Loan, the Borrower Company shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant be deemed to Section 5.02have elected clause (1) above.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason If in connection with any request for a SOFR Loan or Loan, a conversion thereto to a SOFR Loan, or a continuation thereof that Adjusted of a Term SOFR Loan, (i) the Administrative Agent determines that (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for determining Daily Simple SOFR or Term SOFR for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Daily SOFR Loan or Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Daily Simple SOFR or Term SOFR with respect to a proposed Loan for any requested Interest Period with respect to a proposed SOFR Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Daily SOFR Loans and/or Term SOFR Loans, and any right of the Borrower as applicable, or to continue convert Base Rate Loans to SOFR Loans, shall be suspended (in each case to the extent of the affected SOFR Loans or affected Interest PeriodsPeriod(s) or determination date(s), as applicable, and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing Committed Borrowing of, or conversion to Daily SOFR Loans, or Committed Borrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) Periods or determination date(s), as applicable), or, failing that, the Borrower will be deemed to have converted any such request into a request for a Committed Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will shall be deemed to have been converted into ABR to Base Rate Loans immediately, in the case of a Daily SOFR Loan, or at the end of the applicable Interest Period. Upon any such conversion, in the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02case of a Term SOFR Loan.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.032.13, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Borrowing of SOFR Loans that reasonable and adequate and reasonable means do not exist for ascertaining the “Adjusted Term SOFR or Term SOFR (including, without limitation, because Rate” pursuant to the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that the Adjusted Term SOFR Rate for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, 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 continue SOFR Loans or to convert CBFR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR CBFR Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR CBFR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.15. Subject to Section 2.13, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Adjusted Term SOFR Rate” cannot be determined pursuant to the definition thereof on any given day, the interest rate on CBFR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “CB Floating Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a)) If in connection with any request for a BSBY Rate Loan or a conversion to or continuation thereof, (b)as applicable, (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the commencement circumstances under clause (i) of any Interest Period for a Borrowing of SOFR Loans that Section 3.03(b) or the Scheduled Unavailability Date has occurred (as applicable) or (B) adequate and reasonable means do not otherwise exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR determining BSBY for any requested Interest Period with respect to a proposed SOFR BSBY Rate Loan or in connection with an existing or proposed Base Rate Loan or (ii) the Administrative Agent or the Required Lenders determine that for any reason that the BSBY Rate for any requested Interest Period with respect to a proposed BSBY Rate Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower or maintain BSBY Rate Loans or to continue SOFR Loans, convert Base Rate Loans to BSBY Rate Loans shall be suspended (to the extent of the affected SOFR BSBY Rate Loans or affected Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the BSBY Rate component of the Base Rate, the utilization of the BSBY Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR BSBY Rate Loans (to the extent of the affected SOFR BSBY Rate Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR BSBY Rate Loans will shall be deemed to have been converted into ABR to Base Rate Loans immediately at the end of the their respective applicable Interest Period. Upon . (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, but without limiting Sections 3.03(a) and (b) above, if the Administrative Agent determines (which determination shall be conclusive and binding upon all parties hereto absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined (which determination likewise shall be conclusive and binding upon all parties hereto absent manifest error), that: (i) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of BSBY including, without limitation, because the BSBY Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) Bloomberg or any successor administrator of the BSBY Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or Bloomberg or such administrator with respect to its publication of BSBY, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of BSBY or the BSBY Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such interest periods of BSBY after such specific date (the latest date on which one month, three month and six month interest periods of BSBY or the BSBY Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such conversiondate, the Borrower “BSBY Replacement Date”), which date shall also pay accrued interest be at the end of an Interest Period or on the amount so convertedrelevant interest payment date, together as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, BSBY will be replaced hereunder and under any additional amounts required pursuant Loan Document with, subject to Section 5.02.the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”):

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.033.11, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) , then, in each case, 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 continue SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) Loan Notice or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Alternate Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Alternate Rate Loans at the end of the applicable Interest Period, until the Administrative Agent (upon instruction from the Required Lenders) revokes such notice. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.024.5. Subject to Section 3.11, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Alternate Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) If in connection with any request for a Term SOFR Loan or a conversion of this Section 3.03, if, on Base Rate Loans to Term SOFR Loans or prior to the first day a continuation of any Interest Period for any SOFR Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the commencement of any Interest Period for a Borrowing of SOFR Loans that circumstances under Section 3.03(b)(i) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (1) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Term SOFR Loans, and any right of the Borrower or to continue convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods), and (2) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing Borrowing of, or conversion to to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (y) any outstanding affected Term SOFR Loans will shall be deemed to have been converted into ABR to Base Rate Loans immediately at the end of the their respective applicable Interest Period. Upon . (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining one-month or three-month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case, acting in such capacity, has made a public statement identifying a specific date after which one-month and three-month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of Dollar denominated syndicated loans, or shall or will otherwise cease; provided, that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which one-month and three-month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such conversiondate, the Borrower “Term SOFR Replacement Date”), which date shall also pay accrued interest be at the end of an Interest Period or on the amount relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR, all interest payments will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (A) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (B) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then, in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 3.03(b) at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark, and in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that, to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so converteddetermined would otherwise be less than zero, together the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any additional amounts required pursuant other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to Section 5.02this Agreement; provided, that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Inability to Determine Rates. Subject a. If in connection with any request for a Term SOFR Loan or a conversion to clauses (a)or continuation thereof, (b)as applicable, (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the commencement circumstances under clause (i) of any Interest Period for a Borrowing of SOFR Loans that Section 3.03(b) or the Scheduled Unavailability Date has occurred (as applicable) or (B) adequate and reasonable means do not otherwise exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan or (ii) the Administrative Agent or the Required Lenders determine that for any reason that the Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Term SOFR Loans, and any right of the Borrower Loans or to continue convert Base Rate Loans to Term SOFR Loans, Loans shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected Term SOFR Loans will shall be deemed to have been converted into ABR to Base Rate Loans at the end of the their respective applicable Interest Period. b. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: i. adequate and reasonable means do not exist for ascertaining one (1) month, three month and six (6) month interest periods of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or ii. Upon CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one (1) month, three month and six (6) month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of Dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one (1) month, three month and six (6) month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such conversiondate, the Borrower “Term SOFR Replacement Date”), which date shall also pay accrued interest be at the end of an Interest Period or on the amount relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark. and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such benchmark, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment. The Administrative Agent will promptly (in one (1) or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so converteddetermined would otherwise be less than 0%, together the Successor Rate will be deemed to be 0% for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any additional amounts required pursuant other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective. For purposes of this Section 5.023.03, those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in Dollars shall be excluded from any determination of Required Lenders.

Inability to Determine Rates. Subject If in connection with any request for a Term SOFR Loan or a conversion to clauses or continuation thereof, (a), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) the Administrative Agent in good faith determines (which determination shall be conclusive and binding absent manifest error) prior to that (A) no Successor Rate has been determined in accordance with Section 3.07, and the commencement circumstances under clause (i) of any Interest Period for a Borrowing of SOFR Loans that Section 3.07(a) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower Company and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Term SOFR Loans, and any right of the Borrower or to continue convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii)) of this Section 3.03, at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower Company may revoke any pending request for a borrowing Borrowing of, or conversion to to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected Term SOFR Loans will shall be deemed to have been converted into ABR to Base Rate Loans immediately at the end of the their respective applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02.

Inability to Determine Rates. Subject to clauses (aSection 2.08(d), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that “Adjusted Term SOFR” cannot be determined pursuant to the commencement of any Interest Period for a Borrowing of SOFR Loans that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Perioddefinition thereof, or (iib) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, (iii) , then, in each case, the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender. Upon notice thereof by the Administrative Agent to the BorrowerBorrowers, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower Borrowers to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (iib), at the instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the applicable Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or 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 ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.05. Subject to Section 2.08(d), if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on or prior to the first day of any Interest Period for any SOFR Loan: (i) If in connection with any request for a Term SOFR Loan or a continuation thereof, as applicable, (1) the Administrative Agent Lender determines (which determination shall be conclusive and binding absent manifest error) prior to that (A) no Successor Rate has been determined in accordance with clause (d)(ii), and the commencement circumstances under subclause (1) of any Interest Period for a Borrowing of SOFR Loans that clause (d)(ii) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan or (2) the Lender reasonably determines that for any reason Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to the Lender of funding such Lenders of making and maintaining such Term SOFR Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent Lender will promptly so notify the Borrower and each LenderExporter. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders Lender to make or maintain Term SOFR Loans, and any right of the Borrower to continue SOFR Loans, Loans shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods), and (y) until in the Administrative Agent (event of a determination described in the preceding sentence with respect to clause (ii), at the instruction Term SOFR component of the Majority Lenders) Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Lender revokes such notice. Upon receipt of such notice, (x) the Borrower Exporter may revoke any pending request for a the borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any Converted such request into a request for a Borrowing the borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (y) any outstanding affected Term SOFR Loans will shall be deemed to have been converted into ABR Converted to Base Rate Loans immediately at the end of the their respective applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02.

Inability to Determine Rates. Subject If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to clauses (a), (b), (c), (d) and (e) of this Section 3.03, if, on Term SOFR Loans or prior to the first day a continuation of any Interest Period for any SOFR Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the commencement of any Interest Period for a Borrowing of SOFR Loans that circumstances under Section 3.03(b)(i) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for ascertaining the Adjusted Term SOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Term SOFR Loans, and any right of the Borrower or to continue convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to clause (iior, in the case of a determination by the Required Lenders described in Section 3.03(a)(ii), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing Borrowing of, or conversion to to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Committed Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (yii) any outstanding affected Term SOFR Loans will shall be deemed to have been converted into ABR to Base Rate Loans immediately at the end of the their respective applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02.

Inability to Determine Rates. Subject to clauses (a), (b), (c), (d) and (e) If in connection with any request for a Term SOFR Loan or an Alternative Currency Loan or a conversion of this Section 3.03, if, on Base Rate Loans to Term SOFR Loans or prior to the first day a continuation of any Interest Period for any SOFR Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 3.03(b) or Section 3.03(c) and the circumstances under clause (i) of Section 3.03(b) or of Section 3.03(c) or the Scheduled Unavailability Date has occurred with respect to the commencement of any Interest Period for a Borrowing of SOFR Loans that such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for ascertaining determining the Adjusted Term SOFR Relevant Rate for the applicable Agreed Currency for any determination date(s) or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not available or published on a current basis), for such requested Interest Period, or as applicable, with respect to a proposed Term SOFR Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Majority Administrative Agent or the Required Lenders determine that that, for any reason reason, the Relevant Rate with respect to a proposed Loan denominated in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR an Agreed Currency for any requested Interest Period with respect to a proposed SOFR Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loansor maintain Loans in the affected currencies, and any right of the Borrower as applicable, or to continue convert Base Rate Loans to Term SOFR Loans, shall be suspended (in each case to the extent of the affected SOFR Alternative Currency Loans or affected Interest PeriodsPeriod or determination date(s), as applicable), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (xi) the Borrower may revoke any pending request for a borrowing Borrowing of, continuation of, or conversion to Term SOFR Loans, or Borrowing of, continuation of SOFR of, or conversion to Alternative Currency Loans (to the extent of the affected Term SOFR Loans, Alternative Currency Loans or affected Interest Periods) Period or determination date(s)), 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 ABR Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (yii) (A) any outstanding affected Term SOFR Loans will shall be deemed to have been converted to Base Rate Loans immediately and (B) any outstanding affected Alternative Currency Loans, at the Borrower’s election, shall either (1) be converted into ABR a request for a Committed Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period. Upon any , in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Borrower (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Borrower of such conversionnotice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant be deemed to Section 5.02have elected clause (1) above.