Common use of Inability to Determine SOFR Clause in Contracts

Inability to Determine SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for any SOFR Advance: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter, whereupon any obligation of the Lenders to make SOFR Advances, and any right of the Borrower to continue SOFR Advances or to convert Base Rate Advances to SOFR Advances, shall be suspended (to the extent of the affected SOFR Advances or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or 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 a Base Rate Advance in the amount specified therein and (ii) any outstanding affected SOFR Advances will be deemed to have been converted into a Base Rate Advance 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 2.10. Subject to paragraphs (b) through (f) below, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances 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 SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for any Term SOFR AdvanceBorrowing: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, ; or (ii) the Administrative Agent shall have received notice from the Required Lenders that Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their Term SOFR Advances Loans for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower, whereupon any obligation of the Lenders to make Term SOFR AdvancesLoans, and any right of the Borrower to continue Term SOFR Advances Loans or to convert Base Rate Advances Loans to Term SOFR AdvancesLoans, shall be suspended (to the extent of the affected Term SOFR Advances Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (ix) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Advances Loans (to the extent of the affected Term SOFR Advances 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 a Base Rate Advance Loans in the amount specified therein and (iiy) any outstanding affected Term SOFR Advances Loans will be deemed to have been converted into a Base Rate Advance 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 2.102.19. Subject to paragraphs (b) through (f) below, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances 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 SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for any SOFR AdvanceBorrowing or Alternative Currency Borrowing: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Term SOFR” the Relevant Rate cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that Term SOFR the Relevant Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances Loans or Alternative Currency Loans, as applicable, for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower, whereupon any obligation of the Lenders to make SOFR AdvancesLoans or Alternative Currency Loans, as applicable, and any right of the Borrower to continue SOFR Advances Loans or Alternative Currency Loans, as applicable, or to convert Base Rate Advances ABR Loans to SOFR AdvancesLoans or Alternative Currency Loans, as applicable, shall be suspended (to the extent of the affected SOFR Advances Loans, the affected Alternative Currency Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances Loans or Alternative Currency Loans (to the extent of the affected SOFR Advances Loans, affected Alternative Currency 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 a Base Rate Advance ABR Loans in the amount specified therein and (ii) any outstanding affected SOFR Advances Loans or Alternative Currency Loans, as applicable, will be deemed to have been converted into a Base Rate Advance 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 2.102.17. Subject to paragraphs (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 Advances ABR Loans shall be determined by the Administrative Agent without reference to clause (ciii) of the definition of “Base RateABR” until the Administrative Agent revokes such determination.

Inability to Determine SOFR. Subject to paragraphs (b) through and including (f) below, if, prior to the commencement of any Interest Period for any SOFR AdvanceLoan: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances Loans for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower, whereupon any obligation of the Lenders to make SOFR AdvancesLoans, and any right of the Borrower to continue SOFR Advances Loans or to convert Alternate Base Rate Advances Loans to SOFR AdvancesLoans, shall be suspended (to the extent of the affected SOFR Advances Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or affected Interest Periods) Loans or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to a Alternate Base Rate Advance Loans in the amount specified therein and (ii) any outstanding affected SOFR Advances Loans will be deemed to have been converted into a Alternate Base Rate Advance 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 2.10applicable Broken Funding Costs. Subject to paragraphs (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 Alternate Base Rate Advances 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 SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for any SOFR AdvanceBorrowing: (i) the Administrative Agent Bank shall have determined (which determination shall be conclusive absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent Bank shall have received notice from the Required Lenders determined that Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders the Bank of making, funding or maintaining their the SOFR Advances Loans for such Interest Period, then the Administrative Agent Bank shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Bank to the Borrower, whereupon any obligation of the Lenders Bank to make SOFR AdvancesLoans, and any right of the Borrower to continue SOFR Advances Loans or to convert Base Rate Advances Loans to SOFR AdvancesLoans, shall be suspended (to the extent of the affected SOFR Advances Loans or affected Interest Periods) until the Administrative Agent Bank revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances Loans (to the extent of the affected SOFR Advances 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 a Base Rate Advance Loans in the amount specified therein and (ii) any outstanding affected SOFR Advances Loans will be deemed to have been converted into a Base Rate Advance 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 2.10. Subject to paragraphs (b) through (f) below, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination7.02.

Inability to Determine SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for any SOFR Advance: (i) the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrowers absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Majority Lenders that Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Administrative Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Administrative Borrower, whereupon any obligation of the Lenders to make SOFR Advances, and any right of the Borrower Borrowers to continue SOFR Advances or to convert Base Rate Advances to SOFR Advances, shall be suspended (to the extent of the affected SOFR Advances or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or 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 Advance or conversion to a Base Rate Advance in the amount specified therein and (ii) any outstanding affected SOFR Advances will be deemed to have been converted into a Base Rate Advance Advances 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 2.10. Subject to paragraphs (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 Advances 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 SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for any SOFR Advance: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter, whereupon any obligation of the Lenders to make SOFR Advances, and any right of the Borrower to continue SOFR Advances or to convert Base Rate Advances to SOFR Advances, shall be suspended (to the extent of the affected SOFR Advances or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or 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 a Base Rate Advance in the amount specified therein and (ii) any outstanding affected SOFR Advances will be deemed to have been converted into a Base Rate Advance 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 2.10. Subject to paragraphs (b) through (f) below, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate AmericasActive:18709990.5 Advances 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 SOFR. (a) Subject to paragraphs (bSections 2.16(b) through and (f) below2.16(f), if, prior to the commencement of any Interest Period for any SOFR Advance:Borrowing, (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances Loans for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower, whereupon any obligation of the Lenders to make SOFR AdvancesLoans, and any right of the Borrower to continue SOFR Advances Loans or to convert Base Rate Advances Loans to SOFR AdvancesLoans, shall be suspended (to the extent of the affected SOFR Advances Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances Loans (to the extent of the affected SOFR Advances 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 a Base Rate Advance Loans in the amount specified therein and (ii) any outstanding affected SOFR Advances Loans will be deemed to have been converted into a Base Rate Advance 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 2.102.19. Subject to paragraphs (bSections 2.16(b) through (f) below2.16(f), if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances 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 SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for any SOFR AdvanceBorrowing: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Adjusted Term SOFR” SOFR cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances Loans for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower, whereupon any obligation of the Lenders to make SOFR AdvancesLoans, and any right of the Borrower to continue SOFR Advances Loans or to convert Base Rate Advances Loans to SOFR AdvancesLoans, shall be suspended (to the extent of the affected SOFR Advances Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances Loans (to the extent of the affected SOFR Advances 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 a Base Rate Advance Loans in the amount specified therein and (ii) any outstanding affected SOFR Advances Loans will be deemed to have been converted into a Base Rate Advance 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 2.102.19. Subject to paragraphs (b) through (f) below, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances 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 SOFR. Subject to paragraphs (ba) through If the Administrator (or any Purchaser Agent) determines (which determination shall be final and conclusive) before the first day of any Yield Period (f) below, if, prior with respect to the commencement of SOFR Rate determined by reference to the Term SOFR Rate) or on any Interest Period for any day (with respect to the SOFR Advance:Rate determined by reference to Daily 1M SOFR) that (i) deposits in Dollars (in the Administrative relevant amounts for such Yield Period) are not being offered to banks for such Yield Period, (ii) adequate means do not exist for ascertaining the SOFR Rate or (iii) the SOFR Rate does not accurately reflect the cost to any Purchaser (as determined by the related Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Capital during such Yield Period, then the Administrator or such Purchaser Agent shall give notice thereof to the Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital shall be funded at the Alternate Rate determined by reference to SOFR and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to SOFR shall automatically be converted to the Alternate Rate determined by reference to the Base Rate on the last day of the then-current Yield Period (with respect to the SOFR Rate determined by reference to the Term SOFR Rate) or immediately be converted to the Alternate Rate determined by reference to the Base Rate (with respect to the SOFR Rate determined by reference to Daily 1M SOFR). (b) If, on or before the first day of any Yield Period, the Administrator shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be conclusive absent manifest errorfinal and conclusive) that “Term SOFR” cannot be determined pursuant to any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the definition interpretation or administration thereof by a Governmental Authority charged with the interpretation or administration thereof, or or compliance by such Affected Person with any guideline, request or directive (iiwhether or not having the force of law) the Administrative Agent of any such Governmental Authority shall have received notice from the Required Lenders that Term SOFR make it unlawful or impossible for such Interest Period will not adequately Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and fairly reflect based upon the cost to such Lenders of making, funding or maintaining their SOFR Advances for such Interest Period, then Rate the Administrative Agent Administrator shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to notify the Borrower and to the Lenders as soon as practicable thereafter, whereupon any obligation of the Lenders to make SOFR Advances, and any right of the Borrower to continue SOFR Advances or to convert Base Rate Advances to SOFR Advances, shall be suspended (to the extent of the affected SOFR Advances or affected Interest Periods) until the Administrative Agent revokes such noticeSeller thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Capital shall be funded at the Alternate Rate determined by reference to the SOFR Rate and (b) the Discount for any outstanding Portions of Capital then funded at the Alternate Rate determined by reference to the SOFR Rate shall be converted to the Alternate Rate determined by reference to the Base Rate either (i) on the Borrower last day of the then current Yield Period if such Affected Person may revoke any pending request for a borrowing of, conversion lawfully continue to or continuation maintain such Portion of SOFR Advances (Capital at the Alternate Rate determined by reference to the extent of the affected SOFR Advances Rate to such day, 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 a Base Rate Advance in the amount specified therein and (ii) any outstanding affected SOFR Advances will be deemed immediately, if such Affected Person may not lawfully continue to have been converted into a Base Rate Advance maintain such Portion of Capital 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 2.10. Subject to paragraphs (b) through (f) below, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be Alternate Rate determined pursuant by reference to the definition thereof on any given SOFR Rate to such day, the interest rate on Base Rate Advances 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 SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period or any Periodic Term SOFR Index Rate Determination Day for any SOFR AdvanceBorrowing: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate (including, without limitation, because the Screen Rate is not available or published on a current basis) for such Interest Period, provided that no Early Opt-In Election shall have occurred at such time or for such Interest Period, orabsent manifest error) that “Adjusted Term SOFR” or the “Index Rate” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar RateAdjusted Term SOFR for such Interest Period or the Index Rate will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances Eurodollar RateSOFR Loans for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Until Upon notice thereof by the Administrative Agent shall notifyto the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, whereupon (i) the obligations, any obligation of the Lenders to make SOFR AdvancesEurodollar RevolvingSOFR Loans, and any right of the Borrower to continue SOFR Advances Loans or to continue or convert Base outstanding Loans as or into EurodollarBase Rate Advances Loans to SOFR AdvancesLoans, shall be suspended and (to ii) all such(to the extent of the affected SOFR Advances Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances Loans (to the extent of the affected SOFR Advances 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 a Base Rate Advance Loans in the amount specified therein and (ii) any outstanding affected SOFR Advances will Loans shall bewill be deemed to have been converted into Base Rate Loans on(A) at the last dayend of the then currentapplicable Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Eurodollar Borrowing for which a Notice of Revolving Borrowing has previously been given that it elects not to borrow, continue or convert to a Eurodollar Borrowing on such date, then such Revolving Borrowing shall be made as, continued as or converted into a Base Rate Advance at Xxxxxxxxx.xx the case of Adjusted Term SOFR Loans or (B) the end of the applicable Interest Periodcurrent calendar month in the case of Index Rate Loans. 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 2.102.11. Subject to paragraphs (b) through (f) below, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Term SOFRIndex Rate” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances 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 SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for any SOFR Advance: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Administrative Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Administrative Borrower, whereupon any obligation of the Lenders to make SOFR Advances, and any right of the Borrower Borrowers to continue SOFR Advances or to convert Base Rate Advances to SOFR Advances, shall be suspended (to the extent of the affected SOFR Advances or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or affected Interest Periods) or, failing that, the Borrower Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to a Base Rate Advance in the amount specified therein and (ii) any outstanding affected SOFR Advances will be deemed to have been converted into a Base Rate Advance Advances 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 2.102.9. Subject to paragraphs (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 Advances 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 SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for any SOFR AdvanceLoan: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances Loans for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower, whereupon any obligation of the Lenders to make SOFR AdvancesLoans, and any right of the Borrower to continue SOFR Advances Loans or to convert Base Rate Advances Loans to SOFR AdvancesLoans, shall be suspended (to the extent of the affected SOFR Advances Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances Loans (to the extent of the affected SOFR Advances 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 a Base Rate Advance Loans in the amount specified therein and (ii) any outstanding affected SOFR Advances Loans will be deemed to have been converted into a Base Rate Advance 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 2.10. Subject to paragraphs (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 Advances 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 SOFR. Subject to paragraphs (b) through and (f) below, if, prior Notwithstanding anything herein to the commencement of any Interest Period for any SOFR Advance: contrary, in the event that (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereofSOFR is permanently or indefinitely unavailable or unascertainable, or (ii) SOFR can no longer be lawfully relied upon in contracts of this nature by one or both of the Administrative Agent shall have received notice from the Required Lenders that Term parties, or (iii) SOFR for such Interest Period will does not adequately accurately and fairly reflect the cost to such Lenders of making, funding making or maintaining their SOFR Advances for the type of loans or advances under this Agreement and in any such Interest Periodcase, such circumstances are unlikely to be temporary, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) all references to the interest rate herein will instead be to a replacement rate determined by Agent in its sole judgment, including any adjustment to the replacement rate to reflect a different credit spread, term or other mathematical adjustment deemed necessary by Agent in its sole judgment. Agent will provide reasonable notice to Borrower of such replacement rate, which will be effective on the date of the earliest event set forth in clauses (i)-(iii) of this paragraph. If there is any ambiguity as to the date of occurrence of any such event, Agent’s judgment will be dispositive. Agent may also from time to time, in Agent’s sole discretion, make any technical, administrative or operational changes (including changes to the timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length or applicability of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) (“Conforming Changes”) that Agent decides may be appropriate to reflect the adoption and implementation of such replacement rate and to permit the Lenders as soon as practicable thereafter, whereupon any obligation administration of the Lenders loans by Agent in an administratively and operationally practicable manner. If there is any ambiguity as to make SOFR Advancesthe date of occurrence of any such event, Agent’s judgment will be dispositive. Agent does not warrant or accept responsibility for, and shall not have any right of the Borrower liability with respect to continue SOFR Advances or to convert Base Rate Advances to SOFR Advances, shall be suspended (to the extent of the affected SOFR Advances or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (ia) the Borrower may revoke any pending request for a borrowing administration of, conversion submission of, calculation of or any other matter related to any replacement rate, any component definition thereof or continuation rates referenced in the definition thereof or any alternative, comparable or successor rate thereto, including whether the composition or characteristics of SOFR Advances (to the extent of the affected SOFR Advances any such alternative, comparable or affected Interest Periods) or, failing that, the Borrower successor rate will be deemed to similar to, or produce the same value or economic equivalence of, or have converted the same volume or liquidity as the immediately preceding interest index rate or any such request into a request for a Borrowing of other interest rate index, or conversion to a Base Rate Advance in the amount specified therein and (ii) any outstanding affected SOFR Advances will be deemed to have been converted into a Base Rate Advance 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 2.10. Subject to paragraphs (b) through (f) belowthe effect, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on implementation or composition of any given day, the interest rate on Base Rate Advances 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.Conforming Changes

Inability to Determine SOFR. (a) Subject to paragraphs (bSections 2.16(b) through and (f) below2.16(f), if, prior to the commencement of any Interest Period for any SOFR Advance:Borrowing, (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances Loans for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower, whereupon any obligation of the Lenders to make SOFR AdvancesLoans, and any right of the Borrower to continue SOFR Advances Loans or to convert Base Rate Advances Loans to SOFR AdvancesLoans, shall be suspended (to the extent of the affected SOFR Advances Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances Loans (to the extent of the affected SOFR Advances 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 a Base Rate Advance Loans in the amount specified therein and (ii) any outstanding affected SOFR Advances Loans will be deemed to have been converted into a Base Rate Advance 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 2.102.19. Subject to paragraphs (bSections 2.16(b) through (f) below2.16(f), 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 Advances 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 SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for any SOFR Advance: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter, whereupon any obligation of the Lenders to make SOFR Advances, and any right of the Borrower to continue SOFR Advances or to convert Base Rate Advances to SOFR Advances, shall be suspended (to the extent of the affected SOFR Advances or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or 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 a Base Rate Advance in the amount specified therein and (ii) any outstanding affected SOFR Advances will be deemed to have been converted into a Base Rate Advance 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 2.10. Subject to paragraphs (b) through (f) below, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances 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.and

Inability to Determine SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for any Term SOFR AdvanceBorrowing or in respect of any Daily Simple SOFR Borrowing: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Adjusted Daily Simple SOFR” or “Adjusted Term SOFR” cannot be determined pursuant to the applicable definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that Adjusted Daily Simple SOFR or Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their Adjusted Daily Simple SOFR Advances Loans or Term SOFR Loans for such Interest Period, as applicable, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower, whereupon any obligation of the Lenders to make affected SOFR AdvancesLoans, and any right of the Borrower to continue affected Term SOFR Advances Loans or to convert Base Rate Advances Loans to affected SOFR AdvancesLoans, shall be suspended (to the extent of the affected SOFR Advances Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of affected SOFR Advances Loans (to the extent of the affected SOFR Advances 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 a Base Rate Advance Loans in the amount specified therein and (ii) any outstanding affected SOFR Advances Loans will be deemed to have been converted into a Base Rate Advance 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 2.102.19. Subject to paragraphs (b) through (f) below, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term Adjusted Daily Simple SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances 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 SOFR. Subject to paragraphs subsections (b) through and (f) below, if, prior to the commencement of any Interest Period for any SOFR AdvanceBorrowing: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Requisite Lenders that Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances Loans for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower, whereupon any obligation of the Lenders to make SOFR AdvancesLoans, and any right of the Borrower to continue SOFR Advances Loans or to convert Base Rate Advances Loans to SOFR AdvancesLoans, shall be suspended (to the extent of the affected SOFR Advances Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion Conversion to or continuation Continuation of SOFR Advances Loans (to the extent of the affected SOFR Advances 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 Conversion to a Base Rate Advance Loans in the amount specified therein and (ii) any outstanding affected SOFR Advances Loans will be deemed to have been converted into a Base Rate Advance Loans at the end of the applicable Interest Period. 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 2.102.19. Subject to paragraphs (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 Advances 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 SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for any SOFR Advance: (i) : the Administrative Agent shall have reasonably determined (which determination shall be conclusive absent manifest errorand binding upon the Borrowers) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) or the Administrative Agent shall have received notice from the Required Majority Lenders that the Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances for such Interest Period, 160 NAI-1536628076v4 then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower Representative and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower Representative, whereupon any obligation of the Lenders to make SOFR Advances, and any right of the Borrower to continue SOFR Advances or to convert Base Rate Advances to SOFR Advances, shall be suspended (to the extent of the affected SOFR Advances or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of Base Rate Advance or conversion to a Base Rate Advance in the amount specified therein and (ii) any outstanding affected SOFR Advances will be deemed to have been converted into a Base Rate Advance Advances at the end of the applicable Interest PeriodPeriod unless the Borrowers prepay such Loans in accordance with this Agreement. 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 2.10. Subject to paragraphs (b) through (f) below, if 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 Advances 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 SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for any SOFR Advance: (i) Loan, the Administrative Agent Lender shall have determined (which determination shall be conclusive absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances for such Interest Period, then the Administrative Agent Lender shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Lender to the Borrower, whereupon any obligation of the Lenders Lender to make SOFR AdvancesLoans, and any right of the Borrower to continue SOFR Advances Loans or to convert Base Rate Advances Loans to SOFR AdvancesLoans, shall be suspended (to the extent of the affected SOFR Advances Loans or affected Interest Periods) until the Administrative Agent Lender revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to of or continuation of SOFR Advances (to the extent of the affected SOFR Advances or affected Interest Periods) Loans or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to a Base Rate Advance Loans in the amount specified therein and (ii) any outstanding affected SOFR Advances will be deemed to have been converted into a Base Rate Advance 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 2.10therein. Subject to paragraphs (b) through (f) below, if the Administrative Agent Lender 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 Advances Loans shall be determined by the Administrative Agent Lender without reference to clause (ciii) of the definition of “Base Rate” until the Administrative Agent Lender revokes such determination.

Inability to Determine SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for any SOFR AdvanceBorrowing: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances Loans for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower, whereupon any obligation of the Lenders to make SOFR AdvancesLoans, and any right of the Borrower to continue SOFR Advances Loans or to convert Base Rate Advances Loans to SOFR AdvancesLoans, shall be suspended (to the extent of the affected SOFR Advances Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances Loans (to the extent of the affected SOFR Advances 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 a Base Rate Advance Loans in the amount specified therein and (ii) any outstanding affected SOFR Advances Loans will be deemed to have been converted into a Base Rate Advance 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 2.102.19. Subject to paragraphs (b) through (f) below, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances 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 SOFR. Subject If in connection with any request for a SOFR Loan or a conversion of Base Rate Loans to paragraphs (b) through and (f) below, if, prior to the commencement SOFR Loans or a continuation of any Interest Period for any SOFR Advance: of such Loans, as applicable, (i) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that “(A) no Successor Rate has been determined in accordance with Section 3.3(b), and the circumstances under clause (i) of Section 3.3(b) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR” cannot be determined pursuant SOFR for any requested Interest Period with respect to the definition thereofa proposed SOFR Loan or in connection with an existing or proposed Base Rate Loan, or or (ii) the Administrative Agent shall have received notice from or the Required Majority Lenders determine that for any reason that Term SOFR for such any requested Interest Period will with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of makingfunding such Loan, funding or maintaining their SOFR Advances for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, will promptly confirmed in writing) to so notify the Borrower and to each Lender. Thereafter, (x) the Lenders as soon as practicable thereafter, whereupon any obligation of the Lenders to make or maintain SOFR Advances, and any right of the Borrower to continue SOFR Advances Loans or to convert Base Rate Advances Loans to SOFR AdvancesLoans, shall be suspended (to the extent of the affected SOFR Advances Loans or affected Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Majority Xxxxxxx described in clause (ii) of this Section 3.3(a), until Administrative Agent upon instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing Borrowing of, or conversion to to, or continuation of SOFR Advances Loans (to the extent of the affected SOFR Advances 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 a Base Rate Advance Borrowing in the amount specified therein and (ii) any outstanding affected Term SOFR Advances will Loans shall be deemed to have been converted into a to Base Rate Advance Loans immediately at the end of the their respective applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.10. Subject to paragraphs (b) through (f) below, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances 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 SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for any SOFR Advance: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances for such Interest Period, then the Administrative Agent shall have give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower, whereupon any obligation of the Lenders to make SOFR Advances, and any right of the Borrower to continue SOFR Advances or to convert Base Rate Advances to SOFR Advances, shall be suspended (to the extent of the affected SOFR Advances or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or 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 a Base Rate Advance in the amount specified therein and (ii) any outstanding affected SOFR Advances will be deemed to have been converted into a Base Rate Advance 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 2.10. Subject to paragraphs (b) through (f) below, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determinationBreakage Fees.

Inability to Determine SOFR. Subject to paragraphs (b) through and (f) below, ifIf, prior to the commencement of any Interest Yield Period for any SOFR AdvanceParticipation determined by reference to the Benchmark: (i) the Administrative Agent shall have determined determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof”, as applicable, for such Yield Period, or (ii) the Administrative Agent shall have received notice from the Required Lenders Majority Purchasers that Adjusted Term SOFR for such Interest Yield Period will not adequately and fairly reflect the cost to such Lenders Purchasers of making, funding or maintaining their SOFR Advances Participations determined by reference to the Benchmark for such Interest Yield Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower Seller and to the Lenders Purchaser Agents as soon as practicable thereafter. Upon written notice thereof by the Agent to the Seller, whereupon any obligation of the Lenders Purchasers to make SOFR Advancesor maintain a Participation determined by reference to the Benchmark, and any right of the Borrower Seller to continue SOFR Advances Participations determined by reference to the Benchmark or to convert Participations determined by reference to the Base Rate Advances to SOFR AdvancesParticipations determined by reference to the Benchmark, shall be suspended (to the extent of the affected SOFR Advances Participations determined by reference to the Benchmark or affected Interest Yield Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower Seller may revoke any pending request for a borrowing purchase of, conversion to or continuation of SOFR Advances Participations determined by reference to the Benchmark (to the extent of the affected SOFR Advances Participations determined by reference to the Benchmark or affected Interest Yield Periods) or, failing that, the Borrower Seller will be deemed to have converted any such request into a request for a Borrowing Participation of or conversion to a Participations determined by reference to the Base Rate Advance in the amount specified therein and (ii) any outstanding affected SOFR Advances Participations determined by reference to the Benchmark will be deemed to have been converted into a Participation determined by reference to the Base Rate Advance at the end of the applicable Interest Yield Period. Upon any such conversion, the Borrower Seller shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.101.8. Subject to paragraphs (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 Participations determined by reference to the Base Rate Advances 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 SOFR. Subject to paragraphs (b) through and (f) below, if, prior Notwithstanding anything herein to the commencement of any Interest Period for any SOFR Advance: contrary, in the event that (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereofIndex is permanently or indefinitely unavailable or unascertainable, or (ii) the Administrative Agent shall have received notice from Index can no longer be lawfully relied upon in contracts of this nature by one or both of the Required Lenders that Term SOFR for such Interest Period will parties, or (iii) the Index does not adequately accurately and fairly reflect the cost to such Lenders of making, funding making or maintaining their SOFR Advances for the type of loans or advances under this Agreement and in any such Interest Periodcase, such circumstances are unlikely to be temporary, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) all references to the interest rate herein will instead be to a replacement rate determined by Bank in its sole judgment, including any adjustment to the replacement rate to reflect a different credit spread, term or other mathematical adjustment deemed necessary by the Bank in its sole judgment. Bank will provide reasonable notice to Borrower of such replacement rate, which will be effective on the date of the earliest event set forth in clauses (i)-(iii) of this paragraph. If there is any ambiguity as to the date of occurrence of any such event, Bank’s judgment will be dispositive. Bank may also from time to time, in Bank’s sole discretion, make any technical, administrative or operational changes (including changes to the timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length or applicability of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) (“Conforming Changes”) that Bank decides may be appropriate to reflect the adoption and implementation of such replacement rate and to permit the Lenders as soon as practicable thereafter, whereupon any obligation administration of the Lenders loans by Bank an administratively and operationally practicable manner. If there is any ambiguity as to make SOFR Advancesthe date of occurrence of any such event, Bank’s judgment will be dispositive. Bank does not warrant or accept responsibility for, and shall not have any right of the Borrower liability with respect to continue SOFR Advances or to convert Base Rate Advances to SOFR Advances, shall be suspended (to the extent of the affected SOFR Advances or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (ia) the Borrower may revoke any pending request for a borrowing administration of, conversion submission of, calculation of or any other matter related to any replacement rate, any component definition thereof or continuation rates referenced in the definition thereof or any alternative, comparable or successor rate thereto, including whether the composition or characteristics of SOFR Advances (to the extent of the affected SOFR Advances any such alternative, comparable or affected Interest Periods) or, failing that, the Borrower successor rate will be deemed to similar to, or produce the same value or economic equivalence of, or have converted the same volume or liquidity as the immediately preceding interest index rate or any such request into a request for a Borrowing of other interest rate index, or conversion to a Base Rate Advance in the amount specified therein and (ii) any outstanding affected SOFR Advances will be deemed to have been converted into a Base Rate Advance 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 2.10. Subject to paragraphs (b) through (f) belowthe effect, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on implementation or composition of any given day, the interest rate on Base Rate Advances shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determinationConforming Changes.

Inability to Determine SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period for any SOFR Advance: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower, whereupon any obligation of the Lenders to make SOFR Advances, and any right of the Borrower to continue SOFR Advances or to convert Base Rate Advances to SOFR Advances, shall be suspended (to the extent of the affected SOFR Advances or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances (to the extent of the affected SOFR Advances or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing an Advance of or conversion to a Base Rate Advance in the amount specified therein and (ii) any outstanding affected SOFR Advances will be deemed to have been converted into a Base Rate Advance 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 2.10. Subject to paragraphs (b) through (f) below, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances 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 SOFR. Subject to paragraphs (b) through and (f) below, if, prior to the commencement of any Interest Period or any Periodic Term SOFR Index Rate Determination Day for any SOFR AdvanceBorrowing: (i) the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that “Adjusted Term SOFR” or the “Index Rate” cannot be determined pursuant to the definition thereof, or (ii) the Administrative Agent shall have received notice from the Required Lenders that Adjusted Term SOFR for such Interest Period or the Index Rate will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their SOFR Advances Loans for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. Upon notice thereof by the Administrative Agent to the Borrower, whereupon any obligation of the Lenders to make SOFR AdvancesLoans, and any right of the Borrower to continue SOFR Advances Loans or to convert Base Rate Advances Loans to SOFR AdvancesLoans, shall be suspended (to the extent of the affected SOFR Advances Loans or affected Interest Periods) until the Administrative Agent revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances Loans (to the extent of the affected SOFR Advances 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 a Base Rate Advance Loans in the amount specified therein and (ii) any outstanding affected SOFR Advances Loans will be deemed to have been converted into a Base Rate Advance Loans (A) at the end of the applicable Interest PeriodPeriod in the case of Adjusted Term SOFR Loans or (B) the end of the current calendar month in the case of Index Rate Loans. 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 2.102.11. Subject to paragraphs (b) through (f) below, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Term SOFRIndex Rate” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances 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.