Common use of Inability to Determine Rates Clause in Contracts

Inability to Determine Rates. (a) If, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (i) 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, or (ii) the 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 Required Lenders have provided notice of such determination to the Agent, then the Agent shall give written notice to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the 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 Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR 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 of or conversion to Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.4. 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. (a) IfUnless the provisions of Section 1.10 apply, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (i) 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, or (ii) if the Required Lenders 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 (i) adequate and reasonable means do not exist for determining the Term SOFR Reference Rate for any requested Interest Period with respect to a proposed SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the 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 funding such Loan (each, a “Market Disruption Event”), the Administrative Agent will promptly so notify the Borrowers and each Lender; provided that no Lender shall so advise the Administrative Agent unless such Lender is generally making similar claims upon, or otherwise similarly enforcing its agreements with, similarly-situated borrowers (and maintaining such Term Loanprovided further that no Lender shall have any obligation to disclose information about any other borrowers). Thereafter, and (x) the Required Lenders have provided notice of such determination to the Agent, then the Agent shall give written notice to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make or maintain SOFR Rate LoansLoans shall be suspended, and any right (y) in the event of a determination described in 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 Agent (preceding sentence with respect to clause Adjusted Term SOFR component of the Base Rate, the utilization of Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (b), at upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower Borrowers may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR 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 Base Rate Loans in the amount specified therein therein. During any period in which a Market Disruption Event is in effect, the Borrowers may request, through the Administrative Agent, that the Required Lenders confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect. If, within ten Business Days following such confirmation request, the Required Lenders have not confirmed the continued effectiveness of such Market Disruption Event, then such Market Disruption Event shall no longer be deemed to be in effect; provided, that (A) the Borrowers shall not be permitted to submit any such request more than once in any 30 day period and (B) any outstanding affected SOFR Rate Loans will be deemed nothing contained in this Section 3.03 or the failure to have been converted into Base Rate Loans at the end provide confirmation of the applicable Interest Period. Upon continued effectiveness of such Market Disruption Event shall in any such conversion, way affect the Borrower shall also pay accrued interest on the amount so converted, together with Required Lenders’ right to provide any additional amounts required pursuant to notices of a Market Disruption Event as provided in this Section 5.4. 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 determination3.03.

Inability to Determine Rates. (a) IfSubject to Section 15.24, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (i) the if Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term Daily Simple SOFR” cannot be determined pursuant to the definition thereof, or or “Term SOFR” cannot be determined pursuant to the definition thereof on or prior to the first day of any Term SOFR Interest Period, or (ii) the Agent or Required Lenders (by notice to Agent) 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 Daily Simple SOFR or Term SOFR for any requested Term SOFR Interest Period with respect to a proposed SOFR Rate Loan Period, as applicable, does not adequately and fairly reflect the cost to of funding such Lenders of making and maintaining such Term Loan, and the Required Lenders have provided notice of such determination to the Agent, then the Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make SOFR Rate Loans, and any right of the Borrower to or 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 the affected Term SOFR Interest Periods) until the Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Rate Loans (to the extent of the affected SOFR Rate 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 of or conversion to Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.4. 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 determination8.4.

Inability to Determine Rates. (a) IfSubject to Section 2.23, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) 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, or (iib) the 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 Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.42.11. If 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. (a) If, on or prior Notwithstanding anything to the first day of contrary in this Agreement or any Interest Period for any SOFR Rate Loan: other Loan Documents (ibut subject to clauses (b) through (f) below), 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) that “the Borrower or Required Lenders (as applicable) have determined, that: (i) Adjusted Term SOFR” SOFR cannot be determined pursuant to the definition thereof, ; or (ii) the 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 thereof) 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 funding such Term Loan, and the Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 (b), at the instruction of the Required Lenders, if applicable) revokes such notice. Upon receipt of such notice, (Ai) 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 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 Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.43.05. If 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. (a) IfSubject to Section 11.6, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) 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, or (iib) the Required Majority 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 SOFR Loan, and the Required Majority Lenders have provided notice of such determination to the Administrative Agent, then then, in each case, the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 (b), at the instruction of the Required Majority Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Loans that bear interest at a rate based on (1) the Benchmark Replacement or (2) the Alternate Base Rate Loans (in order of the amount specified therein foregoing priority pursuant to clauses (1) through (2)) and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Loans that bear interest at a rate based on (1) the Benchmark Replacement or (2) the Alternate Base Rate Loans (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 5.4. 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 determination2.9.

Inability to Determine Rates. (a) IfSubject to Section 10.01(g), if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: , (ia) 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, or or (iib) the Required Lenders 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 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 Required Lenders have provided notice of such determination to the Administrative Agent, then then, in each case, the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 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 Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 . Subject to Section 5.4. If 10.01(g), 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. (a) IfSubject to Section 2.13.3, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) 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, or (iib) the 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 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 the applicable Lenders of making and maintaining such Term Loan, and the Required Lenders have provided notice of such determination to the Agent, then the Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereafter. each Lender. (c) Upon notice thereof by the 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 Agent (with respect to clause (b), at the instruction of the Required LendersLenders if the original determination was made by the Required Lenders as opposed to the Agent) revokes such notice. Upon receipt of such notice, (Ai) 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 of or conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.42.13. If 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 (ciii) of the definition of “"Base Rate” " until the Agent revokes such determination.

Inability to Determine Rates. (a) If, on If in connection with any request for a Term SOFR Loan or prior an Alternative Currency Loan or a conversion of Base Rate Loans to the first day Term SOFR Loans or a continuation of any Interest Period for any SOFR Rate Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted (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 such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term SOFR” cannot be determined pursuant to the definition thereof, or SOFR Loan or an Alternative Currency 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 Relevant Rate with respect to a proposed Loan denominated in connection with any request for a SOFR Rate 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 Rate Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Term Loan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the Required Lenders have provided notice of such determination to the Agent, then the Agent shall give written notice to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make SOFR Rate Loansor maintain Loans in the affected currencies, and any right of the Borrower to continue SOFR Rate Loans as applicable, or to convert Base Rate Loans to Term SOFR Rate Loans, shall be suspended (in each case to the extent of the affected Term SOFR Rate Loans, Alternative Currency Loans or affected Interest PeriodsPeriod or determination date(s), as applicable, and (y) until in the 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 Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (bii) of this Section 2.09(a), at until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Rate Alternative Currency Loans (to the extent of the affected Term SOFR Rate 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 Borrowing of or conversion Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (ii) (A) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans in the amount specified therein immediately and (B) any outstanding affected SOFR Rate Loans will Alternative Currency Loans, at the Company’s election, shall either (1) be deemed to have been converted into 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 shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.4. If the Agent determines (which determination Company shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant deemed to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Agent without reference to have elected clause (c1) of the definition of “Base Rate” until the Agent revokes such determinationabove.

Inability to Determine Rates. (a) IfSubject to Section 3.09, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) 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, or (iib) the 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 Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.43.06. If 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. (a) IfIf 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 a Term SOFR Loan, on any conversion of a Base Rate Loan or prior a Term SOFR Loan to the first day a Daily SOFR Loan, or any continuation of any Interest Period for any a Term SOFR Rate Loan: , (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” can(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 be determined pursuant to the definition thereof, or (ii) the Required Lenders determine that exist for any reason in connection with any request for a SOFR Rate 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 Term Revolving Credit Loan, and the Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to each Lender in writing. Thereafter, (x) the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make or maintain Term SOFR Rate Loans and/or to make Daily SOFR Loans, and any right of the Borrower to continue SOFR Rate Loans as applicable, or to 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 Rate Loans, Daily SOFR Loans or affected Interest Periods), and (y) until in the Agent 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 (or, in the case of a determination by the Required Lenders described in clause (bii) of this Section 3.03(a), at until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such written notice, (Ai) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of Term SOFR Rate Committed Loans (to the extent of the affected Term SOFR Rate Loans or affected 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 periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing Borrowing of or conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected Term SOFR Rate Loans will and Daily SOFR Loans shall be deemed to have been converted into 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 5.4. If the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted case of 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 determinationSOFR Loans.

Inability to Determine Rates. (a) IfSubject to Section 3.8, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” SOFR cannot be determined pursuant to the definition thereof, or (iib) the 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 funding such Term Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to the will promptly so notify Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 or 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 and, in the case of a SOFR Loan, the affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 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 Borrowing of or conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.4. 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 determination3.3.

Inability to Determine Rates. (a) If, on If in connection with any request for a Term SOFR Loan or prior an Alternative Currency Loan or a conversion of Base Rate Loans to the first day Term SOFR Loans or a continuation of any Interest Period for any SOFR Rate Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted (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 such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term SOFR” cannot be determined pursuant to the definition thereofSOFR Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Rate Loan, or or (ii) the 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 Rate Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR an Agreed Currency, in each case, for any requested Interest Period with respect to a proposed SOFR Rate Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Term Loan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the Required Lenders have provided notice of such determination to the Agent, then the Agent shall give written notice to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make SOFR Rate Loansor maintain Loans in the affected currencies, and any right of the Borrower to continue SOFR Rate Loans as applicable, or to convert Base Rate Loans to Term SOFR Rate Loans, shall be suspended (in each case to the extent of the affected Term SOFR Rate Loans, Alternative Currency Loans or affected Interest PeriodsPeriod or determination date(s), as applicable, and (y) until in the 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 Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (bii) of this Section 3.03(a), at until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower Company may revoke any pending request for a borrowing Borrowing of, or conversion to to, or continuation of Term SOFR Rate Loans (or Alternative Currency Loans to the extent of the affected Term SOFR Rate or 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 Borrowing of or conversion Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (ii) (A) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans in immediately at the amount specified therein end of their respective Interest Periods and (B) any outstanding affected SOFR Rate Loans will Alternative Currency Loans, at the Company’s election, shall either (1) be deemed to have been converted into 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 shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.4. If the Agent determines (which determination Company shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant deemed to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Agent without reference to have elected clause (c1) of the definition of “Base Rate” until the Agent revokes such determinationabove.

Inability to Determine Rates. (a) If, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (i) 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, or (ii) the Required Lenders determine that for any reason in connection with any request for a SOFR Rate Loan or a conversion thereto to or a continuation thereof thereof, (a) the Administrative Agent determines (or is advised by the Required Lenders) that Adjusted Term adequate and reasonable means do not exist for determining the SOFR Rate for any requested Interest Period with respect to a 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 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 Term SOFR Loan, and the Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to each Lender. Thereafter, (x) the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make or maintain 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 and (y) in the Agent (event of a determination described in the preceding sentence with respect to clause (b)the SOFR Rate component of the Base Rate, at the utilization of the SOFR Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent upon the instruction of the Required Lenders) Affected Lenders revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR 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 of or conversion to 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 (B1) 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 Rate 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 Base Rate 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 5.4. 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 determinationwritten notice thereof.

Inability to Determine Rates. (a) IfSubject to Section 2.23, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) 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, or (iib) the 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 Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 ABR 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Base Rate ABR Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.42.17. If 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 ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base RateABR” until the Administrative Agent revokes such determination.

Inability to Determine Rates. (a) IfSubject to Section 10.8, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) 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, or (iib) the 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 Required Lenders have provided notice of such determination to the Applicable Agent, then the Applicable Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Applicable 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 Applicable Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.410.4. If 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. (a) IfSubject to Section 2.13, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining “Adjusted Term SOFRSOFR Rate” cannot be determined pursuant to the definition thereof, or (iib) the 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 the Adjusted Term SOFR Rate 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 Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 CBFR 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Base Rate CBFR Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.42.15. If Subject to Section 2.13, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Adjusted Term SOFRSOFR Rate” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate CBFR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base CB Floating Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. Notwithstanding anything to 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) If, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (i) 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, or (ii) the Required Lenders reasonably determine that adequate and reasonable means do not exist for determining Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan or (b) the Required Lenders reasonably 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 Required Lenders have provided notice of such determination to the Administrative Agent, then then, in each case, the Required Lenders will instruct the Administrative Agent shall give written notice to promptly so notify the Borrower and to each Lender. Thereafter, the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make or maintain 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 ), and in the Agent (event of a determination described in the preceding sentence with respect to clause 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 (b), at upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing 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 Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.4. 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 determinationtherein.

Inability to Determine Rates. (a) IfSubject to Section 2.08(d), if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) 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, or (iib) the 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 Required Lenders have provided notice of such determination to the Administrative Agent, then then, in each case, the Administrative Agent shall give written notice to will promptly so notify the Borrower Borrowers and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the BorrowerBorrowers, any obligation of the Lenders to make SOFR Rate Loans, and any right of the Borrower Borrowers 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the applicable 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 applicable Borrower will be deemed to have converted any such request into a request for a borrowing Borrowing of or conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.43.05. If 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. (a) IfSubject to the other provisions of this Section 2.12, if, on or prior to the first day of any Interest Period for any Term SOFR Rate Loan: (i) the Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereofthereof on or prior to the first day of the applicable Interest Period, or (ii) the Required Lenders reasonably determine that for any reason in connection with any request for a Term 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 Term SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Term Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Rate Loans, and any right of the Borrower to continue Term SOFR Rate Loans or to convert Base Rate ABR Loans to Term SOFR Rate Loans, shall be suspended (to the extent of the affected Term SOFR Rate Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower may revoke any pending request for a borrowing of, conversion 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 borrowing Borrowing of or conversion to Base Rate ABR Loans in the amount specified therein and (Bii) any outstanding affected Term SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.42.16. If 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 “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base RateABR” until the Administrative Agent revokes such determination.

Inability to Determine Rates. (a) If, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (i) 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, or (ii) the Required Lenders determine that for any reason If in connection with any request for a SOFR Rate Loan or a conversion thereto to or a continuation thereof thereof, (i) the Administrative Agent determines that (A) adequate and reasonable means do not exist for determining the Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan or in connection with an existing or proposed Base Rate Loan and (B) the circumstances described in Section 3.07(a) do not apply (in each case with respect to clause (i), “Impacted Loans”), 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 Term SOFR Loan, and the Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to each Lender. Thereafter, (x) the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make or maintain 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 Interest Periods), and (y) 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 (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to or continue any Loan as a SOFR Loan, shall be suspended (to the extent of the Impacted Loans or the affected Interest Periods) until the Administrative Agent (with respect to a determination by the Required Lenders as contemplated by clause (bii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Rate Loans (to the extent of the affected SOFR Rate Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.4. 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. (a) If, on If in connection with any request for a Term SOFR Loan or prior an Alternative Currency Loan or a conversion of Base Rate Loans to the first day Term SOFR Loans or a continuation of any Interest Period for any SOFR Rate Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted (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 such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term SOFR” cannot be determined pursuant to the definition thereofSOFR Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Rate Loan, or or (ii) the 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 Rate 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 Rate Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Term Loan, and the Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to each Lender. Thereafter, (x) the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make SOFR Rate Loansor maintain Loans in the affected currencies, and any right of the Borrower to continue SOFR Rate Loans as applicable, or to convert Base Rate Loans to Term SOFR Rate Loans, shall be suspended (in each case to the extent of the affected Term SOFR Rate Loans, Alternative Currency Loans or affected Interest PeriodsPeriods or determination date(s), as applicable), and (y) until in the 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 Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (bii) of this Section 2.11(a), at until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower may revoke any pending request for a borrowing Borrowing of, or conversion to to, or continuation of Term SOFR Rate Loans, or Borrowing of, or continuation of Alternative Currency Loans (to the extent of the affected SOFR Rate Alternative Currency Loans or affected Term SOFR Loans or 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 Borrowing of or conversion Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (ii) (A) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans in immediately at the amount specified therein end of their respective applicable Interest Period and (B) any outstanding affected SOFR Rate Loans will Alternative Currency Loans, at the Company’s election, shall either (1) be deemed to have been converted into 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 shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.4. If the Agent determines (which determination Company shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant deemed to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Agent without reference to have elected clause (c1) of the definition of “Base Rate” until the Agent revokes such determinationabove.

Inability to Determine Rates. (a) If, on or prior Subject to the first day of any Interest Period for any SOFR Rate Loan: clauses (i) through (v) of Section 2.08(c), if (x) the Agent determines (which determination shall be conclusive and binding absent manifest error) that either “Adjusted Daily Simple SOFR” cannot be determined in accordance with the terms of this Agreement or “Term SOFR” cannot be determined pursuant in accordance with the terms of this Agreement on or prior to the definition thereoffirst day of any Interest Period, or or (iiy) the 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 Rate Loan or a conversion thereto or a continuation thereof that Adjusted Advance, Term SOFR for any requested such Interest Period with respect to a proposed SOFR Rate 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 such Term Loan, and the Required Lenders have provided notice of such determination to the Agenttheir Advance, then in either such case the Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make or continue Term SOFR Rate Loans, and any right of the Borrower to continue SOFR Rate Loans Advances or to convert Convert Base Rate Loans Advances to Term SOFR Rate Loans, Advances shall be suspended (to the extent of the affected Term SOFR Rate Loans or Advances or, in the case of a Term SOFR Advance, the affected Interest Periods) until the Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower may revoke any pending request for a borrowing of, conversion Conversion to or continuation of Term SOFR Rate Loans Advances (to the extent of the affected Term SOFR Rate 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 Base Rate Loans in the amount specified therein shall be ineffective and (Bii) any outstanding affected Term SOFR Rate Loans Advances will be deemed to have been converted Converted into Base Rate Loans at the end of the applicable Interest PeriodAdvances. 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 5.48.04(e). If the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to in accordance with the definition thereof terms of this Agreement on any given day, the interest rate on Base Rate Loans 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. (a) IfSubject to Section 2.21, if, 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) ), that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Required Lenders determine that for any reason in connection with any request for a Term 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 Term SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Term Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Rate Loans, and any right of the Borrower to continue Term SOFR Rate Loans or to convert Base Rate Loans to Term SOFR Rate Loans, shall be suspended (to the extent of the affected Term SOFR Rate Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction direction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower may revoke any pending request for a borrowing of, conversion 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 borrowing Borrowing of or conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected Term SOFR Rate Loans will be deemed to have been converted into 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 5.42.15(c). If Subject to Section 2.21, 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 (ciii) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. (a) IfSubject to Section 3.8, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) 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, or (iib) the 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 funding such Term LoanLoan for the applicable Interest Period, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain SOFR Rate Loans, Loans and any right of the Borrower to continue SOFR Rate Loans or to convert Base Rate ABR Loans to SOFR Rate Loans, 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 (b)) above, at the instruction of the Required Lenders) revokes such notice. Upon the Borrower’s receipt of such notice, (Ai) 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 Base Rate ABR Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.43.5. If Subject to Section 3.8, 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 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) IfSubject to Section 2.17, if, on or prior to the first day of any Interest Period for any Term SOFR Rate Loan: (ia) 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, or (iib) the Required Lenders determine that for any reason in connection with any request for a Term 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 Term SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Term Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Rate Loans, and any right of the Borrower to continue Term SOFR Rate Loans or to convert Base Rate Loans to Term SOFR Rate Loans, shall be suspended (to the extent of the affected Term SOFR Rate Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower may revoke any pending request for a borrowing of, conversion 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 borrowing Borrowing of or conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected Term SOFR Rate Loans will be deemed to have been converted into 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 5.44.5. If Subject to Section 2.17, 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. (ai) IfSubject to Section 2.14(b), if, 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, as applicable, on or prior to the first day of any Interest Period for any Term SOFR Rate Loan: , (iA) 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, or thereof or (iiB) the Administrative Agent is advised by the Required Lenders determine in writing that for any reason in connection with any request for a Term SOFR Rate 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 Rate Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Term Loan, and then in each case, the Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereafter. each Lender. (ii) Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Rate Loans, and any right of the Borrower to continue Term SOFR Rate Loans Loans, or to convert Base Rate ABR Loans to Term SOFR Rate Loans, shall be suspended (to the extent of the affected Term SOFR Rate Loans or and/or the affected Interest Periods, as applicable) until the Administrative Agent (with respect to clause (b)i)(B) above, at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing ofBorrowing of Term SOFR Loans, or a conversion to or continuation of Term SOFR Rate Loans (Loans, in each case, to the extent of the affected Term SOFR Rate 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 Borrowing of or conversion to Base Rate Loans in the amount specified therein ABR Loans, and (B) any outstanding affected Term SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.4. 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. (a) If, on or prior to the first day of any Interest Period for any SOFR Rate Loan:(an “Affected Interest Period”): (ia) the Agent Lender reasonably determines (which determination shall be conclusive and binding absent manifest error) that that, by reason of circumstances affecting the London interbank Eurodollar market, “Adjusted Term SOFRLIBOR” cannot be determined pursuant to the definition definitions thereof, ; or (iib) the Required Lenders determine Lender reasonably determines that the relevant rates of interest referred to in the definition of “LIBOR” in Section 1.1 upon the basis of which the rate of interest for any reason in connection with any request the Loan for a SOFR Rate Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested such Affected Interest Period with respect is to a proposed SOFR Rate Loan does be determined will not adequately and fairly reflect be adequate to cover the cost to such Lenders the Lender of making and or maintaining the Loan for such Term Loan, and Affected Interest Period; the Required Lenders have provided notice of such determination to the Agent, then the Agent Lender shall give written notice thereof (a “Rate Determination Notice”) to the Borrower and to the Lenders as soon as practicable thereafter. Upon If such notice thereof by is given, during the Agent 30 day period following such Rate Determination Notice (the “Negotiation Period”), the Lender and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for the Loan that shall reflect the cost to the BorrowerLender of funding the Loan from alternative sources (a “Substitute Basis”), any obligation and if such Substitute Basis is so agreed upon during the Negotiation Period such Substitute Basis shall apply with respect to the Loan of the Lenders Lender in lieu of LIBOR to make SOFR Rate Loans, and any right all Interest Periods commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply. If a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to continue SOFR Rate Loans prepay the Loan pursuant to Section 4.2 or to convert the Loan to a Base Rate Loans Loan; provided, however, that if the Borrower does not elect so to SOFR prepay or convert the Loan to a Base Rate LoansLoan, the Lender shall reasonably determine the per annum rate basis reflecting the cost to the Lender of funding the Loan for the Interest Period commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply, and such rate basis shall be suspended (to the extent of the affected SOFR Rate Loans or affected Interest Periods) until the Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) binding upon the Borrower may revoke any pending request and the Lender and shall apply in lieu of LIBOR 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 of or conversion to Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable relevant 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 5.4. 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. (a) If, on or prior Notwithstanding anything to the first day of contrary in this Agreement or any Interest Period for any SOFR Rate Loan: other Loan Documents (ibut subject to clauses (b) through (f) below), 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) that “the Borrower or Required Lenders (as applicable) have determined, that: (i) Adjusted Term SOFR” SOFR cannot be determined pursuant to the definition thereof, ; or (ii) the 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 thereof) 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 funding such Term Loan, and the Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 (b), at the instruction of the Required Lenders, if applicable) revokes such notice. Upon receipt of such notice, (Ai) 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 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 Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.43.05. If 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. (a) If, on or prior to If the first day of any Interest Period for any SOFR Rate Loan:Required Lenders reasonably determine that (i) the Agent determines (which determination shall be conclusive for any reason adequate and binding absent manifest error) that “reasonable means do not exist for determining Term SOFR, Adjusted Term SOFR” cannot be determined pursuant to , the definition thereof, or (ii) Eurocurrency Rate or the Required Lenders determine that for any reason in connection with any request for a SOFR Adjusted Eurocurrency Rate Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR Daily Simple RFR for any requested Interest Period with respect to a proposed Term SOFR Loan or Eurocurrency Rate Loan does (including because Term SOFR, EURIBO Rate or Alternate Currency LIBO Rate, as applicable, is not available or published on a current basis) or RFR Loans, (ii) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 a.m. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Loans as a part of such Borrowing during its Interest Period, (iii) the Eurocurrency Rate or the Adjusted Eurocurrency Rate for any Interest Period for such Loans will not adequately and fairly reflect the cost to such Required Lenders of making making, funding or maintaining their respective Eurocurrency Rate Loans for such Interest Period, the Administrative Agent will promptly so notify Holdings and maintaining each Lender, or (iv) Term SOFR or Adjusted Term SOFR for any Interest Period for such Term Loan, and Loans will not adequately reflect the cost to such Required Lenders have provided notice of making, funding or maintaining their respective Term SOFR Loans for such determination to Interest Period, thereafter, the Agent, then the Agent shall give written notice to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make or maintain Term SOFR Rate Loans, and any right of the Borrower to continue SOFR Eurocurrency Rate Loans or to convert RFR Loans and the calculation of Base Rate Loans to SOFR Rate Loansbased upon Adjusted Term SOFR, as applicable, shall be suspended (to the extent of the affected SOFR Rate Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as applicable, or, failing that, in the case of Term SOFR Loans or Eurocurrency Rate Loans, as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Dollars in (Aor, in the case of any applicable Loan in an Alternative Currency, in an amount equal to the Dollar Equivalent thereof) the amount specified therein. Any then outstanding (x) Term SOFR Loans denominated in Dollars shall be converted to Base Rate Loans at the end of the relevant Interest Period, if applicable, or immediately and (y) any Eurocurrency or RFR Loans denominated in any Alternative Currency shall prepaid at the end of the relevant Interest Period, if applicable, or immediately. (b) Solely with respect to the Initial Term Loans, notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined, that (i) adequate and reasonable means do not exist for ascertaining Term SOFR or Adjusted Term SOFR for any requested Interest Period, including, without limitation, because Term SOFR or Adjusted Term SOFR, as applicable, is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the supervisor for the administrator of the Term SOFR or Adjusted Term SOFR, as applicable, or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which Term SOFR or Adjusted Term SOFR, applicable, shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace Term SOFR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of Term SOFR (it being agreed that such rate shall at no time be less than 0.00% per annum) (any such proposed rate, a “Successor Rate”), together with any proposed Successor Rate Conforming Changes and, notwithstanding anything to the contrary set forth in Section 11.01, any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent notice that such Required Lenders do not accept such amendment. (c) Solely with respect to the Initial Term Loans, if no Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans and the calculation of Base Rate based upon Adjusted Eurocurrency Rate shall be suspended (to the extent of the affected Term SOFR or Adjusted Term SOFR or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing Eurocurrency Rate Loan of, conversion to or continuation of SOFR Eurocurrency Rate Loans (to the extent of the affected Term SOFR Rate Loans or affected Adjusted Term SOFR or Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing Borrowing of or conversion to Base Rate Loans in the amount specified therein and therein. (Bd) Solely with respect to the Initial Term Loans, “Successor Rate Conforming Changes” as used in this Section 3.03, means, with respect to any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon proposed Successor Rate, any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.4. If the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such Successor Rate and to permit the administration thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause in a manner substantially consistent with market practice (c) or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the definition administration of “Base Rate” until such Successor Rate exists, in such other manner of administration as the Administrative Agent revokes such determinationdetermines in consultation with the Borrower).

Inability to Determine Rates. (a) IfSubject to Section 2.13(c), if, 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) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the 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 Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 ABR 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 (ba)(ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Base Rate ABR Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.42.15. If 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 Base Rate 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 (ab) Ifthrough (f) below, if, on or prior to the first day of any Interest Period for any Term SOFR Rate Loan: (i) 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, or (ii) the Required Lenders determine that for any reason in connection with any request for a Term 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 Term SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders Banks of making and maintaining such Term Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then then, in each case, the Administrative Agent shall give written notice to will promptly so notify the Borrower Company and to the Lenders as soon as practicable thereaftereach Bank. Upon notice thereof by the Administrative Agent to the BorrowerCompany, any obligation of the Lenders Banks to make Term SOFR Rate Loans, and any right of the Borrower Company to continue Term SOFR Rate Loans or to convert Base Rate Loans to Term SOFR Rate Loans, shall be suspended (to the extent of the affected Term SOFR Rate Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b)ii) above, at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower Company may revoke any pending request for a borrowing of, conversion 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 Company will be deemed to have converted any such request into a request for a borrowing Borrowing of or conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected Term SOFR Rate Loans will be deemed to have been converted into 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 5.42.12. If 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. (a) IfSubject to Section 3.8, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) 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, or (iib) the 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 funding such Term Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower Borrowers and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the BorrowerBorrowers, any obligation of the Lenders to make or maintain SOFR Rate Loans, and any right of the Borrower Borrowers to continue SOFR Rate Loans or to convert Base Rate ABR Loans to SOFR Rate Loans, 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 (b)) above, at the instruction of the Required Lenders) revokes such notice. Upon the Borrower’s receipt of such notice, (Ai) the Borrower Borrowers 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 Borrowers will be deemed to have converted any such request into a request for a borrowing Borrowing of or conversion to Base Rate ABR Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.43.5. If Subject to Section 3.8, 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 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) Ifand (e) of this Section 3.03, if, 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 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” canSOFR or Term SOFR (including, without limitation, because the Term SOFR Reference Rate is not be determined pursuant to the definition thereofavailable or published on a current basis), for such Interest Period, or (ii) the Required Majority 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 Required Majority Lenders have provided notice of such determination to the Administrative Agent, (iii) then, then in each case, the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 (bii), at the instruction of the Required Majority Lenders) revokes such notice. Upon receipt of such notice, (Ax) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR 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 Base Rate ABR Loans in the amount specified therein and (By) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.4. 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 determination5.02.

Inability to Determine Rates. (a) IfSubject to Section 2.19, on in connection with any request for a SOFR Loan or prior a Daily Simple Swing Line Loan, or a conversion to the first day of any Interest Period or continuation thereof or otherwise, if for any SOFR Rate Loan: reason (i) the Administrative Agent determines shall determine (which determination shall be conclusive and binding absent manifest error) that “reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR” cannot be determined Daily Simple SOFR pursuant to the definition thereof, or thereof (with respect to a proposed Daily Simple Swing Line Loan) or Adjusted Term SOFR pursuant to the definition thereof (with respect to a proposed SOFR Loan on or prior to the first day of the applicable Interest Period) or (ii) the Required Lenders shall determine that for any reason in connection with any request for a SOFR Rate Loan or a conversion thereto or a continuation thereof (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Rate Loan SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making and or maintaining any such Loan during, with respect to Adjusted Term LoanSOFR, and such Interest Period and, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, then then, in each case, the Administrative Agent shall promptly give written notice thereof to the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Rate Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or Daily Simple Swing Line Loans, as applicable, and any right of the Borrower to convert any Loan to or continue any Loan as a SOFR Rate Loans or to convert Base Rate Loans to SOFR Rate Loans, shall be suspended Loan (to the extent of the affected SOFR Rate Loans or the affected Interest Periods) or Daily Simple Swing Line Loan, as applicable, shall be suspended until the Administrative Agent (with respect to clause (bii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Rate Loans (to the extent of the affected SOFR Rate Loans or the affected Interest Periods) or Daily Simple Swing Line Loans, as applicable, or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Rate Loans or Daily Simple Swing Line Loans, as applicable, will be deemed to have been converted into Base Rate Loans (I) with respect to any Daily Simple Swing Line Loans, immediately and (II) with respect to any 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 5.43.05. If Subject to Section 2.19, 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. (a) IfSubject to Section 2.30, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (i) Loan 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, or (ii) the 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 Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 ABR 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Base Rate ABR Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.42.15. If 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 Base Rate 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) If, on If in connection with any request for a BSBY Rate Loan or prior an Alternative Currency Loan or a conversion of Base Rate Loans to the first day BSBY Rate Loans or a continuation of any Interest Period for any SOFR Rate Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” can(A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with (x) in the case of BSBY Rate Loans, Section 1.12(b) and the circumstances under clause (i) of Section 1.12(b) or the Scheduled BSBY Unavailability Date has occurred (as applicable) or (y) in the case of Alternative Currency Loans, Section 1.12(c), and the circumstances under clause (i) of Section 1.12(c) or the Scheduled Relevant Rate Unavailability Date has occurred with respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not be determined pursuant otherwise exist for determining the Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period, as applicable, with respect to the definition thereofa proposed BSBY Rate Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Rate Loan, or or (ii) the 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 Rate 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 Rate Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Term Loan, and the Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to each Lender. Thereafter, (x) the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make SOFR Rate Loans, and any right of the Borrower to continue SOFR or maintain BSBY Rate Loans or Alternative Currency Loans in the affected currencies, as applicable, or to convert Base Rate Loans to SOFR BSBY Rate Loans, shall be suspended (in each case to the extent of the affected SOFR Rate Loans Loans, Interest Period(s) or affected Interest Periodsdetermination date(s), as applicable, and (y) until in the Agent (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 (or, in the case of a determination by the Required Lenders described in clause (bii) of this Section 1.12(a), at until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR BSBY Rate Loans (Loans, or Borrowing of, or continuation of Alternative Currency Loans, in each case to the extent of the affected SOFR Rate Loans Loans, Interest Periods or affected Interest Periods) 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 Borrowing of or conversion Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (ii) (A) any outstanding BSBY Rate Loans shall be deemed to have been converted to Base Rate Loans in at the amount specified therein end of their respective applicable Interest Period and (B) any outstanding affected SOFR Rate Loans will Alternative Currency Loans, at the Borrower’s election, shall either (1) be deemed to have been converted into 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 5.4. 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 have elected clause (c1) of the definition of “Base Rate” until the Agent revokes such determinationabove.

Inability to Determine Rates. (a) IfSubject to Section 2.18, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (i) 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, or (ii) the Required Lenders determine that for any reason if in connection with any request for a SOFR Rate Loan or a conversion thereto to or a continuation thereof thereof, (i) the Administrative Agent determines that Adjusted Term adequate and reasonable means do not exist for determining SOFR for any requested Interest Period with respect to a 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 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 Term Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the Required Lenders have provided notice of such determination to the Agent, then the Agent shall give written notice to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make or maintain 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), and (y) until in the Agent (event of a determination described in the preceding sentence with respect to clause 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 (b), at upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower Representative 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 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 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 (B1) 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 Rate 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 Base Rate 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 5.4. 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 determinationBorrowers written notice thereof.

Inability to Determine Rates. (a) IfSubject to Section 2.5, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) 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, or (iib) the Required Majority 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 funding such Term Loan, and the Required Majority Lenders have provided notice of such determination to the Agent, then the Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the 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 ABR Loans to SOFR Rate Loans, shall be suspended (to the extent of the affected SOFR Rate Loans or affected Interest Periods) until the Agent (with respect to clause (b), at the instruction of the Required Majority Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 con-verted any such request into a request for a borrowing Borrowing of or conversion to Base Rate ABR Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.44.2. If 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 Base Rate ABR Loans shall be determined by the Agent without reference to clause (c) of the definition of “Base RateABR” until the Agent revokes such determination.

Inability to Determine Rates. If Lender determines, which determination is final, conclusive and binding upon the Borrowers, that, (a) If, on or prior to the first day of any Interest Period for any reason, adequate and reasonable means do not exist for determining the CDOR Rate or the Term SOFR Rate Loan: (i) 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, or (ii) the 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 Revolving Credit Advance made based upon the CDOR Rate or the Term SOFR Rate Loan (including, without limitation, because such rate is not available from or published on a current basis by the services used by the Lender to obtain such rate), or (b) that the CDOR Rate or the Term SOFR Rate for any requested Interest Period with respect to a proposed Revolving Credit Advance made based upon the CDOR Rate or the Term SOFR Rate does not adequately and fairly reflect the effective cost to Lender of funding such Lenders Revolving Credit Advance or the costs to the Lender are increased or the income receivable by the Lender is reduced in respect of making and maintaining Revolving Credit Advance, then Xxxxxx will promptly so notify Borrower. Thereafter, the obligation of Lender to make or maintain Revolving Credit Advances made based upon the CDOR Rate or the Term SOFR Rate, as applicable, hereunder shall be suspended until Lender revokes such Term Loannotice in writing, and the Required Lenders have provided notice of Lender may request that an existing Term SOFR Rate based loan be converted to a RBUSBR based loan or an existing CDOR Rate loan be covered to a RBP based loan and any such determination to loans will in any event automatically be converted on the Agent, then the Agent shall give written notice to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation expiry of the Lenders to make SOFR Rate Loans, and then current Interest Period. Borrowers may revoke any right Notice of the Borrower to continue SOFR Rate Loans Borrowing or to convert Base Rate Loans to SOFR Rate Loans, shall be suspended (to the extent Notice of the affected SOFR Rate Loans or affected Interest Periods) until the Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such noticeContinuation/Conversion then submitted by it. Upon receipt of If Borrowers do not revoke such notice, (A) Lender shall make the Borrower may revoke any pending request for a borrowing ofRevolving Credit Advance, conversion to or continuation of SOFR Rate Loans (to the extent of the affected SOFR Rate Loans or affected Interest Periods) oras proposed by Borrowers, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (B) any outstanding affected in the applicable notice submitted by Borrowers, but such Revolving Credit Advance shall be made as a RBUSBR based loan instead of a Term SOFR Rate Loans will be deemed to have been converted into Base based loan or a RBP based loan instead of a CDOR Rate Loans at based loan, as 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 5.4. 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 determinationcase may be.

Inability to Determine Rates. (a) IfSubject to Section 3.11, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) 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, or (iib) the 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 Required Lenders have provided notice of such determination to the Administrative Agent, then then, the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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) Loan Notice or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing Borrowing of or conversion to Base Alternate Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base 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 5.44.5. If Subject to Section 3.11, 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 Alternate Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Alternate Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. (a) If, on If in connection with any request for a Term SOFR Loan or prior an Alternative Currency Loan or a conversion of Base Rate Loans to the first day Term SOFR Loans or a continuation of any Interest Period for any SOFR Rate Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted (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 such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term SOFR” cannot be determined pursuant to the definition thereofSOFR Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Rate Loan, or or (ii) the 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 Rate 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 Rate Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Term Loan, and the Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to each Lender. Thereafter, (x) the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make SOFR Rate Loansor maintain Loans in the affected currencies, and any right of the Borrower to continue SOFR Rate Loans as applicable, or to convert Base Rate Loans to Term SOFR Rate Loans, shall be suspended (in each case to the extent of the affected SOFR Rate Alternative Currency Loans or affected Interest PeriodsPeriod or determination date(s), as applicable), and (y) until in the 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 Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (bii) of this Section 3.03(a), at until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Rate of, or conversion to Alternative Currency Loans (to the extent of the affected Term SOFR Rate 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 Borrowing of or conversion Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (ii) (A) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans in the amount specified therein immediately and (B) any outstanding affected SOFR Rate Loans will Alternative Currency Loans, at the Borrower’s election, shall either (1) be deemed to have been converted into 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 5.4. 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 have elected clause (c1) of the definition of “Base Rate” until the Agent revokes such determinationabove.

Inability to Determine Rates. (a) IfSubject to Section 5.7, on or prior to the first day if, as of any Interest Period for any SOFR Rate Loandate: (i) the P1 Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term Daily Compounded SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Required Majority Senior Lenders determine that for any reason in connection with any SOFR Loan, any request for a SOFR Rate 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 Rate Loan does not adequately and fairly reflect the cost to such Senior Lenders of making and maintaining such Term Senior Loan, and the Required Majority Senior Lenders have provided notice of such determination to the P1 Administrative Agent, then in each case, the P1 Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereafter. each Senior Lender. (b) Upon notice thereof by the P1 Administrative Agent to the Borrower, any obligation of the Senior 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 PeriodsLoans) until the P1 Administrative Agent (with respect to clause (ba)(ii), at the instruction of the Required Majority Senior Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 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 Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.45.5. If Subject to Section 5.7, if the P1 Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term 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) IfSubject to Section 6.9, on or prior to the first day of any Interest Period for any SOFR Rate Loan: if (i) the Agent Lender determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereofthereof on or prior to the first day of any Term SOFR Interest Period, or or (ii) the Required Lenders determine Lender determines 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 Term SOFR Interest Period with respect to a proposed SOFR Rate Loan does not adequately and fairly reflect the cost to of funding such Lenders of making and maintaining such Term Loan, and Lender will promptly so notify the Required Lenders have provided notice of such determination to the Agent, then the Agent shall give written notice to the Borrower and to the Lenders as soon as practicable thereafterBorrower. Upon notice thereof by the Agent Lender to the Borrower, any obligation of the Lenders Lender to make SOFR Rate Loans, and any right of the Borrower to or 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 the affected Term SOFR Interest Periods) until the Agent (with respect to clause (b), at the instruction of the Required Lenders) Lender revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Rate Loans (to the extent of the affected SOFR Rate 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 of or conversion to Base Prime Rate Loans in the amount specified therein therein, and (B) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Prime 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 5.4. 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 determination6.4.

Inability to Determine Rates. (a) IfSubject to Section 3.8, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) the Administrative Agent or the Required Lenders determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (iib) the 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 funding such Term Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make maintain 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 (b)) above, at the instruction direction of the Required Lenders) revokes such notice. Upon the Borrower’s receipt of such notice, (A) 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 of or conversion to Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.43.5. If Subject to Section 3.8, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” or the “Federal Funds Rate” cannot be determined pursuant to the definition definitions thereof on any given day, the interest rate on Base Rate 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. (a) IfSubject to the provisions herein, if, on or prior to the first day of any Interest Period for any SOFR Rate BSBY Loan: (i) the Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Adjusted Term SOFRBSBY Rate” cannot be determined pursuant to the definition thereof, ; or (ii) the Required Lenders determine Agent determines in its reasonable discretion that for any reason in connection with any request for a SOFR Rate BSBY Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR the BSBY Rate for any requested Interest Period with ​ respect to a proposed SOFR Rate BSBY Loan does not adequately and fairly reflect the cost to Agent of funding such Lenders of making and maintaining Loan for such Term Loan, and the Required Lenders have provided notice of such determination to the Agent, then the Interest Period; Agent shall give written notice to the Borrower and to the Lenders as soon as practicable thereafterwill promptly so notify Borrower. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make SOFR Rate Loans, and any right of the Borrower to continue SOFR Rate BSBY 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 Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Rate BSBY 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 Loan of or conversion to Base Rate ABR Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate BSBY Loans will be deemed to have been converted into Base Rate 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 5.4this Agreement. If the Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Adjusted Term SOFRBSBY Rate” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate ABR Loans shall be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Agent revokes such determination.

Inability to Determine Rates. (a) If, on If the Administrative Agent or prior the Required Lenders (with notice to the first day of any Interest Period for any SOFR Rate Loan: (iAdministrative Agent) the Agent determines reasonably determine (which determination determination, in each case, shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Required Lenders determine that for any reason reason, (x) adequate and reasonable means do not exist for determining Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan, or a conversion to Term SOFR or a continuation thereof for any requested Interest Period or (y) that 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 funding such Term Loan, and the Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to each Lender. Thereafter, (x) the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make or maintain SOFR Rate Loans, and any right of Loans in the Borrower to continue SOFR Rate Loans affected currency or to convert Base Rate Loans to SOFR Rate Loans, currencies shall be suspended and (to y) in the extent event of a determination described in the affected SOFR Rate Loans or affected Interest Periods) until the Agent (preceding sentence with respect to clause Adjusted Term SOFR component of the Base Rate, the utilization of Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (b), at upon the instruction of the Required LendersBlackstone Credit Representative) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR 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 Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.43.06. If Notwithstanding anything to the contrary herein, the Administrative Agent determines (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 determination the Blackstone Credit Representative has provided a written direction to the Administrative Agent and (B) acknowledge and agree that the Administrative Agent shall be conclusive entitled to all of the exculpations, protections and binding absent manifest errorindemnifications 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 “Adjusted 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” canSOFR 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 definition thereof on 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 given dayBenchmark 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 interest rate 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 determined 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 Agent without reference Blackstone Credit Representative or Required Lenders, as applicable), any termination date relating to clause Term SOFR, (cii) 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 definition foregoing. The Administrative Agent shall not be liable for any inability, failure or delay on its part to perform any of “Base Rate” until 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 revokes 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 determinationalternate 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 Section 3.08, if (a) If, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Daily Simple SOFR, Adjusted Term SOFR” SOFR or any Alternate Currency Rate cannot be determined pursuant to the definition thereof, or thereof or (iiB) the Required Lenders determine that for any reason in connection with any request for a SOFR Rate Loan or an Alternate Currency Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR, Adjusted Term SOFR or such Alternate Currency Loan 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 Term Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Agent shall give written notice in each case of (A) and (B), on or prior to the Borrower first day of any Interest Period, the Administrative Agent will promptly so notify the Borrowers and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the BorrowerBorrowers, (i) any obligation of the Lenders to make or continue the applicable SOFR Rate Loans, and any right of the Borrower to continue SOFR Rate Alternate Currency Loans or to convert Base Rate Loans to SOFR Rate Loans, Loans shall be suspended (to the extent of the affected SOFR Rate Loans or affected Interest Periods) until the Administrative Agent revokes such notice and (with respect to clause (b), at ii) if such determination affects the instruction calculation of the Required LendersBase Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate without reference to subpart (c) of the definition of “Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (A1) the Borrower Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of any applicable SOFR Rate Loans or Alternate Currency Loans (to the extent of the affected SOFR Rate 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 Base Rate Loan or conversion to Base Rate Loans in the amount specified therein and (B2) any outstanding affected SOFR Rate Loans or Alternate Currency Loans will be deemed to have been converted into 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 5.43.05. 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 subpart (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. (a) IfSubject to Section 3.08, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) 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, ; or (iib) the 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 Required Lenders have provided notice of such determination to the Agent, then the Agent shall give written notice to will promptly so notify the Borrower Representative and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Agent to the BorrowerBorrower Representative, any obligation of the Lenders to make SOFR Rate Loans, and any right of the Borrower Representative 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 Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower Representative may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Rate Loans (to the extent of the affected SOFR Rate Loans or affected Interest Periods) or, failing that, the Borrower Representative will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.43.04. If Subject to Section 3.08, 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. (aA) IfSubject to Section 2.11(C), if, on or prior to the first day of any Interest Accrual Period for any SOFR Rate Loan: Advance: (i) 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, or or (ii) the Required Majority Lenders determine that for any reason in connection with any request for a SOFR Rate 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 Rate Loan Advance does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Term LoanAdvance, and the Required Majority Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written will promptly so notify the Borrower and each Lender. (B) Subject to Section 2.11(C), upon delivery of a notice by Administrative Agent to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrowerunder Section 2.11(A), (i) any obligation of the Lenders to make SOFR Rate LoansAdvances, and any right of the Borrower to continue SOFR Rate Loans Advances or to convert Base Rate Loans Advances to SOFR Rate Loans, Advances shall be suspended (to the extent of the affected SOFR Rate 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Rate Loans Advances (to the extent of the affected SOFR Rate 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 of or conversion to Base Rate Loans Advances in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans Advances will be deemed to have been converted into Base Rate Loans 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, together with converted and any additional amounts required pursuant to Section 5.4. If the Agent determines 2.12(A). (which determination shall be conclusive and binding absent manifest errorC) that “Adjusted Term SOFR” cannot be determined pursuant Notwithstanding anything to the definition thereof on contrary in this Agreement or any given dayother Transaction Documents, (i) Upon the occurrence of a Benchmark Transition Event, the interest rate 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 Base Rate Loans shall be determined the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Xxxxxxx and the Borrower so long as the Administrative Agent has not received, by the Agent without reference such time, written notice of objection to clause (c) of the definition of “Base Rate” until the Agent revokes such determination.amendment from Lenders comprising the

Inability to Determine Rates. (a) IfSubject to Section 10.20, if, on or prior to the first day firstday of any Interest Period for Periodfor any SOFR Rate Loan: (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” or “Adjusted Term SOFR” ”, as applicable, cannot be determined pursuant to the definition thereof, ; or (iib) the 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 Term SOFR or Adjusted Term SOFR SOFR, as applicable, for any requested Interest Period with respect to a proposed such SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of making and or maintaining such Term Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent; then, then in each case, the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 refinance all or any part of any Borrowing with a new SOFR Rate Loans or to convert Base Rate Loans to SOFR Rate LoansBorrowing, shall be suspended (to the extent of the affected SOFR Rate Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b)) above, at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Rate Loans or a refinancing of all or any part of any Borrowing with a new SOFR Borrowing (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 Base Rate ABR Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.42.14. If Subject to Section 10.20, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” or “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on thereofon any given day, the interest rate on Base Rate 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) IfSubject to Section 2.4.3, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: : (ia) 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, or or (iib) the Required Requisite 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 Required Requisite Lenders have provided notice of such determination to the Administrative Agent, then the then, in each case, Administrative Agent shall give written notice to the will promptly so notify Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 (b), at the instruction of the Required Requisite Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.415.1.3. If the Subject to Section 2.4.3, if 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. (a) IfSubject to Section 3.09, if, on or prior to the first day of any Interest Period for any anyTerm SOFR Rate LoanLoanDetermination Date: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” SOFR cannot be determined pursuant to the definition thereofdetermined, or (ii) the 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 funding such Term Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 or 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 and, in the case of a SOFR Loan, the affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower may revoke any pending request for a borrowing of, or conversion to or continuation of SOFR Rate Loans (to the extent of the affected SOFR Rate 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 Borrowing of or conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 so converted, together with any additional amounts required pursuant to Section 5.4. 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 determinationthis Agreement.

Inability to Determine Rates. (a) IfAdjusted Term SOFR may be adjusted by Agent on prospective basis to take into account any additional or increased costs to Agent and Lenders of maintaining or funding or increased costs, on or prior in each case, due to changes in applicable law occurring subsequent to the first day commencement of the then applicable Interest Period, including any Interest Period for Change in Law (including any SOFR Rate Loan: changes in tax laws (i) except changes of general applicability in corporate income tax laws)), which additional or increased costs would increase the cost to Agent determines (which determination shall be conclusive and binding absent manifest error) that “Lenders of funding or maintaining loans bearing interest based on Adjusted Term SOFR” cannot be determined pursuant to the definition thereof. In any such event, orAgent shall give Companies and Lenders notice of such a determination and adjustment. (iib) In the Required event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the opinion of Agent, make it unlawful or impractical for Agent and Lenders to fund or maintain Advances or loans bearing interest based on Adjusted Term SOFR, or to continue such funding or maintaining, or to determine that for or charge interest rates based on Adjusted Term SOFR, (x) Agent shall give notice of such changed circumstances to Companies and Lenders and (y) in the case of any reason in connection with any request for a SOFR Rate Loan such Advances or a conversion thereto or a continuation thereof that loans bearing interest based on 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 Required Lenders have provided notice of such determination to the Agent, then the Agent shall give written notice to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the 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 Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Rate Loans (to the extent of the affected SOFR Rate Loans or affected Interest Periods) or, failing thatthat are outstanding, the Borrower will date specified in Agent’s notice shall be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in be the amount specified therein and (B) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate Loans at the end last day of the applicable Interest Period. Upon any Period of such conversion, the Borrower shall also pay accrued Advances or loans bearing interest based on the amount so converted, together with any additional amounts required pursuant to Section 5.4. If the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant , and interest upon such Advances and loans thereafter shall accrue interest at a per annum rate equal to the definition thereof on any given day, the interest rate on Alternate Base Rate Loans plus the Applicable Margin (it being understood and agreed that the SOFR component shall no longer be determined by utilized in determining the Agent without reference to clause (c) of the definition of “Alternate Base Rate” , if such change in market conditions or Change in Law relates to SOFR), until the Agent revokes such determinationdetermines that it would no longer be unlawful or impractical to do so.

Inability to Determine Rates. (a) IfSubject to Section 3.03(b), if, on or prior to the first day of any Interest Period for any Term SOFR Rate Loan: (i) 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, or (ii) the Required Lenders determine that for any reason in connection with any request for a Term 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 Term SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Term Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Rate Loans, and any right of the Borrower to continue Term SOFR Rate Loans or to convert Base Rate Loans to Term SOFR Rate Loans, shall be suspended (to the extent of the affected Term SOFR Rate Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (bii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion 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 borrowing Borrowing of or conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected Term SOFR Rate Loans will be deemed to have been converted into 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 5.43.05. If 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. (a) IfSubject to Section 2.24, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) 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, or (iib) the 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 Required Lenders have provided notice of such determination to the Administrative Agent, then then, in each case, the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 ABR 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Base Rate ABR Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.42.16. If Subject to Section 2.24, 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 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) IfSubject to the provisions set forth in Exhibit N, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) 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, or (iib) the Required Requisite 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 Required Requisite Lenders have provided notice of such determination to the Administrative Agent, then then, in each case, the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 ABR 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 (b), at the instruction of the Required Requisite Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Base Rate ABR Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.42.10(b)(ix). If Subject to the provisions set forth in Exhibit N, 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. (a) IfAdjusted Term SOFR. Subject to Section 3.07, if, on or prior to the first day of any Interest Period for any SOFR Rate TS Loan: (i) 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, or (ii) the Required Lenders determine that for any reason in connection with any request for a SOFR Rate TS 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 TS Loan does not adequately and fairly reflect the cost to such the Lenders of making and maintaining such Term TS Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Rate TS Loans, and any right of the Borrower to continue SOFR Rate TS Loans or to convert Base Rate DSS Loans to SOFR Rate TS Loans, shall be suspended (to the extent of the affected SOFR Rate TS Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Rate TS Loans (to the extent of the affected SOFR Rate TS 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 Base Rate DSS Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate TS Loans will be deemed to have been converted into Base Rate DSS 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 5.4. 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 determination3.05.

Inability to Determine Rates. (a) 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 Rate Loan:or continuation thereof, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” canadequate and reasonable means do not be determined pursuant to the definition thereof, or (ii) the Required Lenders determine that exist for any reason in connection with any request for a SOFR Rate 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 Rate 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 Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to each Lender. Thereafter, (x) the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make or maintain Term 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 suspended, (to the extent of the affected Term SOFR Rate Loans or affected Interest Periods), and (y) until in the 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 Administrative Agent (or, in the case of a determination by the Required Xxxxxxx described in clause (bii) of Section 2.11(a), at until the Administrative Agent upon instruction of the 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, (A) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion 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 borrowing Borrowing of or conversion to Base Rate 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 (Biii) any outstanding affected SOFR Rate 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 Base Rate 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 written notice thereof. (c) Notwithstanding anything to the amount so convertedcontrary in this Agreement or any other Loan Documents, together with any additional amounts required pursuant to Section 5.4. If 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 the Borrower) that “Adjusted 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” canSOFR 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 determined pursuant to temporary; or (ii) the definition thereof on any given dayadministrator 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 Base 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 determined by suspended, (to the Agent without reference 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 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 converted such request into a request for a Borrowing of ABR Loans (subject to the foregoing clause (cy)) of in the amount specified therein. Notwithstanding anything else herein, any definition of “Base 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 implementation of a Successor Rate” until , the Administrative Agent revokes 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 determinationConforming 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 Lenders reasonably promptly after such amendment becomes effective.

Inability to Determine Rates. (a) IfSubject to Section 2.08, if, 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) that “Adjusted Term SOFR” SOFR cannot be determined pursuant to the definition thereof, or (ii) the 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 Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 ABR 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Base Rate ABR Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.42.11. If Subject to Section 2.08, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” SOFR cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate 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) IfSubject to Section 5.7, on or prior to the first day if, as of any Interest Period for any SOFR Rate Loandate: (i) the TCF Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term Daily Compounded SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Required Majority Senior Lenders determine that for any reason in connection with any SOFR Loan, any request for a SOFR Rate 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 Rate Loan does not adequately and fairly reflect the cost to such Senior Lenders of making and maintaining such Construction/Term Loan, and the Required Majority Senior Lenders have provided notice of such determination to the TCF Administrative Agent, then then, in each case, the TCF Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereafter. each Senior Lender. (b) Upon notice thereof by the TCF Administrative Agent to the Borrower, any obligation of the Senior 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 PeriodsLoans) until the TCF Administrative Agent (with respect to clause (ba)(ii), at the instruction of the Required Majority Senior Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 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 Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.45.5. If Subject to Section 5.7, if the TCF Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term 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 TCF Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the TCF Administrative Agent revokes such determination.

Inability to Determine Rates. (a) If, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (i) 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, or (ii) the Required Lenders determine that for any reason If in connection with any request for a SOFR Rate LIBOR Loan or a conversion thereto to or a continuation thereof thereof, (a) Administrative Agent determines that Adjusted Term SOFR (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, or (ii) adequate and reasonable means do not exist for determining LIBOR for any requested Interest Period with respect to a proposed SOFR LIBOR Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (b) Administrative Agent or the Required Lenders determine that for any reason LIBOR for any requested Interest Period or Daily Floating LIBOR with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Term Loan, and the Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to the will promptly so notify Borrower and to each Lender. Thereafter, (x) the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make SOFR Rate Loans, and any right of the Borrower to continue SOFR Rate or maintain LIBOR Loans or to convert Base Rate Loans to SOFR Rate Loans, shall be suspended (to the extent of the affected SOFR Rate LIBOR Loans or affected Interest Periods), and (y) until in the Agent (event of a determination described in the preceding sentence with respect to clause (b)LIBOR component of the Base Rate, at the utilization of LIBOR component in determining the Base Rate shall be suspended, in each case until Administrative Agent upon the instruction of the Required Lenders) Lenders revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing Loan of, conversion to or continuation of SOFR Rate LIBOR Loans (to the extent of the affected SOFR Rate LIBOR 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 Base Rate Loans in the amount specified therein therein. (i) of this Section, Administrative Agent, in consultation with Borrower and (B) any outstanding the affected SOFR Rate Loans will be deemed to have been converted into Base Rate Loans at Lenders, may establish an alternative interest rate for the end Impacted Loans, in which case, such alternative rate of the applicable Interest Period. Upon any such conversion, the Borrower interest shall also pay accrued interest on the amount so converted, together apply with any additional amounts required pursuant to Section 5.4. If the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant respect to the definition thereof on any given day, Impacted Loans until (1) Administrative Agent revokes the interest rate on Base Rate notice delivered with respect to the Impacted Loans shall be determined by the Agent without reference to under clause (ca) of the definition first sentence of “Base Rate” until this Section, (2) Administrative Agent or the affected Lenders notify Administrative Agent revokes and Borrower that such determinationalternative interest rate does not adequately and fairly reflect the cost to such Lenders of 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 provides Administrative Agent and Borrower written notice thereof.

Inability to Determine Rates. (a1) IfWith respect to the Term Loans and any Revolving Credit Loans denominated in Dollars: Subject to Section 3.09, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) the Administrative Agent reasonably determines in good faith (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (iib) Lenders comprising the Required Lenders of the applicable Class 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 Lenders comprising the Required Lenders of the applicable Class have provided notice of such determination to the Administrative Agent, then then, in each case, the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon written 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 (b), at the instruction of the Lenders comprising Required LendersLenders of the applicable Class) revokes such notice. Upon receipt of such written notice, (Ai) 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 Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.43.03. If 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 (cd) 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. (a) If, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (i) 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, or (ii) If the Required Lenders determine that for any reason in connection with any request adequate and reasonable means do not exist for a SOFR determining the EURIBOR Rate Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR RFR, as applicable, for any requested Interest Period with respect to a proposed SOFR EURIBOR Loan or RFR Loan, as applicable, or that the EURIBOR Rate or RFR, as applicable, for any requested Interest Period with respect to a proposed EURIBOR Loan or RFR Loan, as applicable, does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Term Loan, for the applicable amount and the Required Lenders have provided notice Interest Period of such determination to EURIBOR Loan or RFR Loan, as applicable, the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to each Lender. Thereafter, the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make SOFR Rate or maintain EURIBOR Loans or RFR Loans, and any right of the Borrower to continue SOFR Rate Loans or to convert Base Rate Loans to SOFR Rate Loansas applicable, shall be suspended (to the extent of the affected SOFR Rate Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR Rate Loans (to the extent of the affected SOFR Rate EURIBOR Loans or affected Interest Periods) RFR Loans, or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing Borrowing of or conversion to Base Rate Loans in the amount specified therein and (B) in the case of any request for any affected Borrowing in any currency other than Dollars, if applicable, then such request shall be ineffective. Any outstanding affected Term SOFR Rate Loans Loans, if applicable, will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and any outstanding affected RFR Loans or EURIBOR Loans, in each case, denominated in any currency other than Dollars, 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 currency) immediately or, in the case of EURIBOR Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of EURIBOR Loans, at the end of the applicable Interest Period. Upon ; provided that, with respect to any XXXXX Daily Simple Loan, if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such conversionnotice, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant be deemed to Section 5.4. 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 have elected clause (cI) of the definition of “Base Rate” until the Agent revokes such determinationabove.

Inability to Determine Rates. (a) IfSubject to Section 3.8, if, 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) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or or (ii) the 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 funding such Term Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then in each case, the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereafter. each Lender. (b) Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain SOFR Rate Loans, and any right of the Borrower to continue SOFR Rate Loans or to convert Base Rate ABR Loans to SOFR Rate Loans, 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 (b)a)(ii) above, at the instruction of the Required Lenders) revokes such notice. Upon the Borrower’s receipt of such notice, (Ai) 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 Base Rate ABR Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.43.5. If Subject to Section 3.8, 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 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) IfSubject to anything to the contrary set out in Section 2.17(c), if, on or prior to the first day of any Interest Period for any SOFR Rate LoanAdvances bearing interest at Term SOFR: (i) 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, or (ii) the Required Majority Lenders determine that for any reason in connection with any request for a SOFR Rate Loan or a conversion thereto or a continuation thereof Advance bearing interest at Term SOFR, that Adjusted Term SOFR for any requested Interest Period with respect to a proposed an Advance bearing interest at Term SOFR Rate Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Term LoanAdvance, and the Required Majority Lenders have provided notice of such determination to the Administrative Agent, then then, in each case, the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Advances bearing interest at Term 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 Advances bearing interest at Term SOFR Rate Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Majority Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Advances bearing interest at Term SOFR Rate Loans (to the extent of the affected Advances bearing interest at 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 borrowing Borrowing of or conversion to Advances bearing interest at the Alternate Base Rate Loans plus the Applicable Spread in the amount specified therein and (Bii) any outstanding affected Advances bearing interest at Term SOFR Rate Loans will be deemed to have been converted into Advances bearing interest at the Alternate Base Rate Loans plus the Applicable Spread 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 Breakage Fees payable pursuant to Section 5.4. 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 determination2.05(k).

Inability to Determine Rates. (a) IfSubject to Section 2.16, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) the Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (iib) the Required Lenders reasonably 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 Required Lenders have provided notice of such determination to the Administrative Agent, then then, in each case, the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 Reference 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Base Reference Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Reference 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 5.42.08. If Subject to Section 2.16, 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 Reference Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Reference Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. (a) If, on or prior to the first day of any Interest Period for any SOFR Rate Loan:Accrual Period (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” SOFR Rate cannot be determined pursuant to the definition thereof, or (iib) the Administrative Agent determines, following notice from the Required Lenders determine Lenders, that for any reason in connection with any request for a SOFR Rate 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 Rate Loan Advance does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Term LoanAdvance, the Administrative Agent will promptly so notify the Borrower, the Collateral Agent and each Lender; provided that the Required Lenders have provided notice of such Administrative Agent has made a similar determination with respect to the Agent, then the Agent shall give written notice to the Borrower and to the Lenders as soon as practicable thereaftersimilarly 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 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 Advances or affected Interest Accrual Periods) until the Administrative Agent (with respect to clause (b), at upon the instruction of the Required 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, (Ai) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Rate Loans Advances (to the extent of the affected SOFR Rate 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 Base Rate Loans Advances in the amount specified therein bearing interest at a rate per annum equal to the Base Rate plus the Applicable Margin and (Bii) any outstanding affected SOFR Rate Loans Advances will be deemed to have been converted into Base Rate Loans Advances bearing interest 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 5.4. 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 . For the Agent revokes such determinationavoidance of doubt, this Section 2.12 shall not apply during a Benchmark Unavailability Period.

Inability to Determine Rates. (aSubject to Section 2.14(b) If, on or if prior to the first day commencement of any Interest Period period for any a Borrowing of SOFR Rate LoanLoans: (i) 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, ; or (ii) the Administrative Agent is advised by the Required Lenders determine in writing 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; then, and in each case, the Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice thereof to the Borrower and to the Lenders as soon promptly 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 ABR 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 (b)ii) above, at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR 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 Base Rate ABR Loans in the amount specified therein and (B) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.42.16. If 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 Base Rate 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) IfSubject to Section 3.8, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan or prior to setting the daily interest rate for a Daily SOFR Loan: (ia) 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, or (iii) the 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 funding such Term Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then or (ii) the Swingline Lender determines that the Daily SOFR Rate does not adequately and fairly reflect the cost of making or maintaining Swingline Loans, in each case, the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain SOFR Rate Loans or Daily SOFR Loans, and any right of the Borrower to continue SOFR Rate Loans or to convert Base Rate ABR Loans to SOFR Rate Loans, Loans or Daily SOFR 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 (b)) above, at the instruction of the Required Lenders) revokes such notice. Upon the Borrower’s receipt of such notice, (Ai) 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 Daily SOFR Loans or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing Borrowing of or conversion to Base Rate ABR Loans in the amount specified therein and therein, (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.43.5. If Subject to Section 3.8, 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 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) If, on If the Administrative Agent or prior the Required Lenders (with notice to the first day of any Interest Period for any SOFR Rate Loan: (iAdministrative Agent) the Agent determines reasonably determine (which determination determination, in each case, shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Required Lenders determine that for any reason reason, (x) adequate and reasonable means do not exist for determining Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan, or a conversion to Term SOFR or a continuation thereof for any requested Interest Period or (y) that 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 funding such Term Loan, and the Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to each Lender. Thereafter, (x) the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make or maintain SOFR Rate Loans, and any right of Loans in the Borrower to continue SOFR Rate Loans affected currency or to convert Base Rate Loans to SOFR Rate Loans, currencies shall be suspended and (to y) in the extent event of a determination described in the affected SOFR Rate Loans or affected Interest Periods) until the Agent (preceding sentence with respect to clause Adjusted Term SOFR component of the Base Rate, the utilization of Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (b), at upon the instruction of the Required LendersBlackstone Credit Representative) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of SOFR 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 Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.43.06. If Notwithstanding anything to the contrary herein, the Administrative Agent determines (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 determination the Blackstone Representative has provided a written direction to the Administrative Agent and (B) acknowledge and agree that the Administrative Agent shall be conclusive entitled to all of the exculpations, protections and binding absent manifest errorindemnifications 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 “Adjusted 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 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 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” canSOFR 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 definition thereof on 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 given dayBenchmark 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 interest rate 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 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 determined 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 Agent without reference Blackstone Representative or Required Lenders, as applicable), any termination date relating to clause Term SOFR, (cii) 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 definition foregoing. The Administrative Agent shall not be liable for any inability, failure or delay on its part to perform any of “Base Rate” until 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 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 revokes 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 determinationalternate 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. (a) If, If on or prior to the first day of any Interest Period for any Borrowing of SOFR Rate LoanLoans: (ia) 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, or (iib) the 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 funding such Term Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 or 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 and, in the case of a SOFR Loan, the affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 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 Borrowing of or conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.4. 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 determination4.5.

Inability to Determine Rates. (a) IfSubject to Section 4.12, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) 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, or (iib) the 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 funding such Term Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain SOFR Rate Loans, and any right of the Borrower to continue SOFR Rate Loans or to convert Base Rate Loans to SOFR Rate Loans, 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 (b)) above, at the instruction of the Required Lenders) revokes such notice. Upon the Borrower’s receipt of such notice, (Ai) 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 Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.44.6. If Subject to Section 4.12, 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. If Lender determines, which determination is final, conclusive and binding upon the Borrowers, that, (a) If, on or prior to the first day of any Interest Period for any reason, adequate and reasonable means do not exist for determining Term XXXXX or the Term SOFR Rate Loan: (i) 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, or (ii) the 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 Revolving Credit Advance made based upon Adjusted Term XXXXX or the Term SOFR Rate Loan (including, without limitation, because such rate is not available from or published on a current basis by the services used by the Lender to obtain such rate), or (b) that Adjusted Term XXXXX or the Term SOFR Rate for any requested Interest Period with respect to a proposed Revolving Credit Advance made based upon Adjusted Term XXXXX or the Term SOFR Rate does not adequately and fairly reflect the effective cost to Lender of funding such Lenders Revolving Credit Advance or the costs to the Lender are increased or the income receivable by the Lender is reduced in respect of making and maintaining Revolving Credit Advance, then Xxxxxx will promptly so notify Borrower. Thereafter, the obligation of Lender to make or maintain Revolving Credit Advances made based upon Adjusted Term XXXXX or the Term SOFR Rate, as applicable, hereunder shall be suspended until Lender revokes such Term Loannotice in writing, and the Required Lenders have provided notice of Lender may request that an existing Term SOFR Loan be converted to a RBUSBR based loan or an existing Term XXXXX Loan be covered to a RBP based loan and any such determination to loans will in any event automatically be converted on the Agent, then the Agent shall give written notice to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation expiry of the Lenders to make SOFR Rate Loans, and then current Interest Period. Borrowers may revoke any right Notice of the Borrower to continue SOFR Rate Loans Borrowing or to convert Base Rate Loans to SOFR Rate Loans, shall be suspended (to the extent Notice of the affected SOFR Rate Loans or affected Interest Periods) until the Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such noticeContinuation/Conversion then submitted by it. Upon receipt of If Borrowers do not revoke such notice, (A) Lender shall make the Borrower may revoke any pending request for a borrowing ofRevolving Credit Advance, conversion to or continuation of SOFR Rate Loans (to the extent of the affected SOFR Rate Loans or affected Interest Periods) oras proposed by Borrowers, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate Loans at the end of in the applicable Interest Period. Upon any notice submitted by Borrowers, but such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.4. If the Agent determines (which determination Revolving Credit Advance shall be conclusive and binding absent manifest error) that “Adjusted made as a RBUSBR based loan instead of a Term SOFR” cannot be determined pursuant to SOFR Loan or a RBP based loan instead of a Term XXXXX Loan, as 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 determinationcase may be.

Inability to Determine Rates. (a) IfSubject to Section 1.07, if, on or prior to the first day of any Interest Period for any Adjusted Term SOFR Rate Loan: (i) , the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFRSOFR Rate” cannot be determined pursuant to the definition thereof, or (ii) the 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 Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Adjusted Term SOFR Rate Loans, and any right of the Borrower to continue Adjusted Term SOFR Rate Loans or to convert Base Rate Loans to Adjusted Term SOFR Rate Loans, shall be suspended (to the extent of the affected Adjusted Term SOFR Rate Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Adjusted Term SOFR Rate Loans (to the extent of the affected Adjusted 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 borrowing Borrowing of or conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected Adjusted Term SOFR Rate Loans will be deemed to have been converted into 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 5.43.05. If Subject to Section 1.07, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFRSOFR Rate” 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 (ciii) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

Inability to Determine Rates. (a) IfSubject to Section 3.7, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan or prior to setting the daily interest rate for a Daily SOFR Loan: (ia) the Agent Bank determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted "Term SOFR” " cannot be determined pursuant to the definition thereof, oror 268139687 (iib) the Required Lenders determine Bank determines that for any reason in connection with any request for a SOFR Rate Loan or a Daily 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 or the Daily SOFR Rate with respect to a proposed Daily SOFR Loan does not adequately and fairly reflect the cost to the Bank of funding such Lenders of making and maintaining such Term Loan, and the Required Lenders have provided notice of such determination to Bank will promptly so notify the Agent, then the Agent shall give written notice to the Borrower and to the Lenders as soon as practicable thereafterBorrower. Upon notice thereof by the Agent Bank to the Borrower, any obligation of the Lenders Bank to make or maintain SOFR Rate Loans or Daily SOFR Loans, and any right of the Borrower to continue SOFR Rate Loans or to convert Base Rate ABR Loans to SOFR Rate Loans, Loans or Daily SOFR Loans shall be suspended (to the extent of the affected SOFR Rate Loans or affected Interest Periods) until the Agent (with respect to clause (b), at the instruction of the Required Lenders) Bank revokes such notice. Upon receipt of such notice, (Ai) 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 Daily SOFR Loans or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing Loan of or conversion to Base Rate ABR Loans in the amount specified therein and (Bii) (X) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate ABR Loans at the end of the applicable Interest PeriodPeriod and (Y) each Daily SOFR Loan will be immediately converted into an ABR Loan. 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 5.43.5. If Subject to Section 3.7, if the Agent Bank 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 ABR Loans shall be determined by the Agent Bank without reference to clause (c) of the definition of “"Alternate Base Rate” " until the Agent Bank revokes such determination.

Inability to Determine Rates. (a) IfSubject to Section 2.20, if, 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) that reasonable and adequate means do not exist for ascertaining “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the 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 Required Lenders have provided written notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to the will promptly so notify Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 of or conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.42.19(c). If Subject to Section 2.20, 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. (a) IfSubject to Section 3.8, if, on or prior to the first day of any Interest Period for any SOFR Rate BSBY Loan:; (ia) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Adjusted Term SOFRBSBY Rate” cannot be determined pursuant to the definition thereof, ; or (iib) the Required Lenders determine that for any reason in connection with any request for a SOFR Rate BSBY Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR the BSBY Rate for any requested Interest Period with respect to a proposed SOFR Rate BSBY Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Term Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Rate BSBY Loans, and any right of the Borrower to continue SOFR Rate BSBY Loans or to convert Base Rate ABR Loans to SOFR Rate Loans, BSBY 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Rate BSBY 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 Base Rate ABR Loans in the amount specified therein and therein, (Bii) any outstanding affected SOFR Rate BSBY Loans will be deemed to have been converted into Base Rate 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 5.43.5. If Subject to Section 3.8, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Adjusted Term SOFRBSBY Rate” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate 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) If, on If in connection with any request for a Term SOFR Loan or prior an Alternative Revolver Currency Loan or a conversion of Base Rate Loans to the first day Term SOFR Loans or a continuation of any Interest Period for any SOFR Rate Loan: of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted (A) no Successor Rate for the Relevant Rate for the applicable Available Currency has been determined in accordance with Section 3.02(b) and the circumstances under clause (i) of Section 3.02(b) or the Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable Available Currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term SOFR” cannot be determined pursuant to SOFR Loan or an Alternative Revolver Currency Loan or the definition thereofdetermination of the Term SOFR component of the Base Rate in connection with an existing or proposed Base Rate Loan, or or (ii) the 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 Rate Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR an Available Currency for any requested Interest Period with respect to a proposed SOFR Rate Loan or determination date(s) does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Term Loan, and the Required Lenders have provided notice of such determination to Administrative Agent will promptly so notify the Agent, then the Agent shall give written notice to the Parent Borrower and to each Lender. (b) Thereafter, (x) the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make SOFR Rate Loansor maintain Loans in the affected currencies, and any right of the Borrower to continue SOFR Rate Loans as applicable, or to convert Base Rate Loans to Term SOFR Rate Loans, shall be suspended (in each case to the extent of the affected SOFR Rate Alternative Revolver Currency Loans or affected Interest PeriodsPeriod or determination date(s), as applicable, and (y) until in the 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 Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (bii) of Section 3.02(a), at until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Parent Borrower may revoke any pending request for a borrowing Borrowing of, or conversion to Term SOFR Loans, or Borrowing of, or continuation of SOFR Rate Alternative Revolver Currency Loans (to the extent of the affected SOFR Rate Alternative Revolver 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 Borrowing of or conversion Base Rate Loans denominated in Dollars in the Dollar amount of the amount specified therein and (ii) (A) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans in the amount specified therein immediately and (B) any outstanding affected SOFR Rate Loans will Alternative Revolver Currency Loans, at the Parent Borrower’s election, shall either (1) be deemed to have been converted into a Borrowing of Base Rate Loans denominated in Dollars in the Dollar amount of the amount of such outstanding Alternative Revolver Currency Loan immediately, in the case of an Alternative Revolver Currency Daily Rate Loan or at the end of the applicable Interest Period. Upon any , in the case of a Term SOFR Loan or Alternative Revolver Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Revolver Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of a Term SOFR Loan or Alternative Revolver Currency Term Rate Loan; provided that if no election is made by the Parent Borrower (x) in the case of an Alternative Revolver Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Parent Borrower of such conversionnotice or (y) in the case of a Term SOFR Loan or Alternative Revolver Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Term SOFR Loan or Alternative Revolver Currency Term Rate Loan, the Parent Borrower shall also pay accrued interest on be deemed to have elected clause (1) above. (c) Notwithstanding anything to the amount so convertedcontrary in this Agreement or any other Loan Documents, together with any additional amounts required pursuant to Section 5.4. If if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error), or the Parent Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Parent Borrower) that “Adjusted the Parent Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Relevant Rate for an Available Currency because none of the one month, three month or six month interest periods of such Relevant Rate (including any forward-looking term rate thereof) is available or published on a current basis and such circumstances are unlikely to be temporary, or (ii) the Applicable Authority (or any successor administrator of the Term SOFR” cannot SOFR Screen Rate) has made a public statement identifying a specific date after which one month, three month and six month interest periods of the Relevant Rate for an Available Currency (including any forward-looking term rate thereof) or the Term SOFR Screen Rate shall or will no longer be determined pursuant representative or made available, or permitted to the definition thereof on any given day, be used for determining the interest rate of loans denominated in such Available Currency, or shall or will otherwise cease, provided that, in each case, 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 period(s) of the Relevant Rate for such Available Currency (the latest date on Base which one month, three month and six month interest periods of the Relevant Rate Loans for such Available Currency (including any forward-looking term rate thereof) are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”), or if the events or circumstances of the type described in Section 3.02(a)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then, (x) with respect to Term SOFR, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the 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 “Term SOFR Successor Rate”), and (y) with respect to any other Relevant Rate (or if Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date), reasonably promptly after such determination by the Administrative Agent without reference or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Parent Borrower may amend this Agreement to clause replace the Relevant Rate for an Available Currency or any then current Successor Rate for an Available Currency in accordance with this Section 3.02 with an alternate benchmark rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Available Currency 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 credit facilities syndicated and agented in the U.S. and denominated in such Available Currency 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 (cand any such proposed rate, including for the avoidance of doubt, any adjustment thereto, an “Other Relevant Rate Successor Rate” and together with the Term SOFR Successor Rate, a “Successor Rate”), 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 Parent 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. If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly basis. The Administrative Agent will promptly (in one or more notices) notify the Parent Borrower and each Lender of the definition implementation of “Base any Successor Rate” until . 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 revokes (in consultation with the Parent Borrower). Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than, (x) in the case of Initial Tranche B Term Loans, 0.50% per annum, or (y) in the case of the Initial Tranche A Loans and Revolving Credit Loans, 0.00% per annum, the Successor Rate will be deemed to be 0.50% per annum or 0.00% per annum, respectively, 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, in consultation with the Parent Borrower, and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such determinationConforming 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 Parent Borrower and the Lenders reasonably promptly after such amendment becomes effective.

Inability to Determine Rates. (a) With respect to any new Loan, Rollover or Conversion, if the Administrative Agent is unable to obtain on a timely basis the information necessary to determine the SOFR Rate for any proposed Interest Period, then: (a) the Administrative Agent shall forthwith notify the Lenders and the applicable Borrower Parties that the SOFR Rate cannot be determined for such Interest Period; 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 interest is calculated by reference to the SOFR Rate but shall instead allocate such Loans to an Interest Period with respect to which interest is calculated by reference to the Reference Rate. If, on or prior with respect to any outstanding Interest Period, a Lender notifies the first day of any Interest Period for any Administrative Agent that the SOFR Rate Loanapplicable to such Loans will not adequately reflect the Cost of Funds to such Lender of funding or maintaining such Loans as SOFR Loans for such Interest Period, then: (i) the Administrative Agent determines (which determination shall be conclusive forthwith so notify the Borrower Parties and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or Lenders; and (ii) upon such notice and thereafter while such circumstances exist, the Required Lenders determine applicable Lender shall not allocate any Loans made by such Lender during such period, or reallocate any Loans allocated to any Interest Period ending during such period, to an Interest Period with respect to which interest is calculated by reference to the SOFR Rate but shall instead allocate such Loans to an Interest Period with respect to which interest is calculated by reference to the Reference Rate; provided that, if such notice relates to Loans that are outstanding as SOFR Loans, such Loans shall be Converted to Reference Rate Loans or Cost of Funds Rate Loans only on the last day of the then-current Interest Period. Upon receipt of such notice, the applicable Borrower Parties may revoke any outstanding Requests for Borrowing without payment of any reason penalty or fees, including pursuant to Section 4.5 hereof. (b) If the Administrative Agent reasonably determines in connection with any request for a SOFR Rate Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR deposits in an any applicable currency are not being offered to banks in the applicable offshore market for any requested Interest Period with respect to a proposed SOFR Rate Loan does not adequately and fairly reflect the cost to amount of such Lenders of making and maintaining such Term Loan, the Administrative Agent shall promptly notify the Borrower Parties and the Required Lenders have provided notice of such determination to Lenders. Thereafter, the Agent, then the Agent shall give written notice to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the 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, 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower Parties may revoke any pending request Requests for a borrowing ofBorrowing without payment of any penalty or fees, 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 of or conversion to Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 including pursuant to Section 5.4. 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 determination4.5 hereof.

Inability to Determine Rates. (a) IfSubject to Section 2.14, if, 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) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the 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 Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 ABR 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Base Rate ABR Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 . Subject to Section 5.4. If 2.14, 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 ABR Loans shall be |US-DOCS\131811068.10|| determined by the Administrative Agent without reference to clause (c) of the definition of “Base RateABR” until the Administrative Agent revokes such determination.

Inability to Determine Rates. (a) If, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (i) 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, or (ii) the Required Lenders determine that for any reason If in connection with any request for a SOFR Rate Loan or a conversion thereto to or a continuation thereof that Adjusted (i) the Administrative Agent (acting at the Direction of the Required Lenders) determines that adequate and reasonable means do not exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan (including because the Term SOFR Reference Rate is not available or published on a current basis), or (ii) the Required Lenders determine that for any reason 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 does not adequately and fairly reflect the cost to such Lenders of making and maintaining funding such Term Loan, and the Required Lenders have provided notice of such determination to the Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to each Lender. Thereafter, (x) the Lenders as soon as practicable thereafter. Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make or maintain Term 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 Term SOFR Rate Loans or affected Interest Periods), and (y) until in the Agent (event of a determination described in the preceding sentence with respect to clause 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 (b), acting at the instruction Direction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of 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 borrowing committed Borrowing of or conversion to Base Rate Loans in the amount specified therein therein. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (i) if a Benchmark Replacement is determined in accordance with clause (1) 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 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 (Bii) if a Benchmark Replacement is determined in accordance with clause (2) 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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such 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 has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment containing any SOFR-based rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. (c) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time in consultation with the Borrower 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. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any outstanding affected SOFR Rate Loans will occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the revival or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be deemed made by the Administrative Agent or Lenders pursuant to have been converted into Base Rate Loans at the end this Section 3.03, including any determination with respect to a tenor, rate or adjustment or of the applicable Interest Period. Upon occurrence or non-occurrence of an event, circumstance or date and any such conversiondecision to take or refrain from taking any action, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.4. If the Agent determines (which determination shall will be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot error and may be determined made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.03 or pursuant to the definition thereof of “Benchmark Replacement” and “Benchmark Replacement Adjustment”. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on any given day, the interest a screen or other information service that publishes such rate on Base Rate Loans shall be determined from time to time as selected by the Administrative Agent without reference to clause in its reasonable discretion or (cB) the regulatory supervisor for the administrator of such Xxxxxxxxx has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, 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 (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) 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. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term SOFR Borrowing shall be ineffective and (ii) if any Committed Loan Notice requests a Term SOFR Borrowing, such Borrowing shall be made as a Base Rate Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of 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” . Furthermore, if any Term SOFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period applicable to such Term SOFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 3.03, any Term SOFR Loan shall, on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent revokes such determinationto, and shall constitute, a Base Rate Loan.

Inability to Determine Rates. (a) IfSubject to Section 2.24, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) 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, or (iib) the 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 Required Lenders have provided notice of such determination to the Administrative Agent, then then, in each case, the Administrative Agent shall give written notice to will promptly so notify the Parent Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Administrative Agent to the Parent Borrower, any obligation of the Lenders to make SOFR Rate Loans, and any right of the Borrower Borrowers 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) the Parent 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 Borrowers will be deemed to have converted any such request into a request for a borrowing Borrowing of or conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into 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 5.42.16. If Subject to Section 2.24, 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. (a) IfSubject to Section 2.14, if, on or prior to the first day of any Interest Period for any SOFR Rate Loan: (ia) the The Term 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, or (iib) the 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 Required Lenders have provided notice of such determination to the Term Administrative Agent, then the Term Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. Upon notice thereof by the Term 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 ABR Loans to SOFR Rate Loans, shall be suspended (to the extent of the affected SOFR Rate Loans or affected Interest Periods) until the Term Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 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 Base Rate ABR Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.42.16. If Subject to Section 2.14, if the Term 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 ABR Loans shall be determined by the Term Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Term Administrative Agent revokes such determination.

Inability to Determine Rates. (a) IfSubject to Section 2.08, if, 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) that “Adjusted Term SOFR” SOFR cannot be determined pursuant to the definition thereof, or (ii) the 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 Required Lenders have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall give written notice to will promptly so notify the Borrower and to the Lenders as soon as practicable thereaftereach Lender. 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 ABR 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 (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (Ai) 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 Base Rate ABR Loans in the amount specified therein and (Bii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into Base Rate 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 5.42.11. If Subject to Section 2.08, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” SOFR cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate 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.