Common use of Suspension of SOFR Loans Clause in Contracts

Suspension of SOFR Loans. (i) If the Agent determines (which determination shall be conclusive and binding on the Borrower) that the Daily Simple SOFR, Adjusted Term SOFR, or SOFR cannot be determined temporarily pursuant to the definition thereof on or prior to the first day of any Interest Period other than due to a Benchmark Transition Event, the Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Agent to the Borrower and each Lender, (i) any obligation of the Lenders to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended to the extent of the applicable Interest Period, (ii) all SOFR Loans of the affected Interest Period shall be immediately converted to Base Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Lender without reference to the SOFR component of Base Rate) and (iii) the component of Base Rate based upon Term SOFR will not be used in any determination of Base Rate, in each case, until the Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to §4.8; and/or (ii) If the Agent determines (which determination shall be conclusive and binding on the Borrower) that Daily Simple SOFR, Adjusted Term SOFR, SOFR cannot be determined permanently pursuant to the definition thereof as a result of a Benchmark Transition Event, the Agent will promptly so notify the Borrower and each Lender, and the provisions of §4.16 of this Agreement shall be applicable. Upon notice thereof by the Agent to the Borrower and the Lenders, (i) any obligation of the Lenders to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended, (ii) all SOFR Loans shall be immediately converted to Base Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Agent without reference to the SOFR component of Base Rate) and (iii) the component of Base Rate based upon SOFR will not be used in any determination of Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein. Unless and until the Agent and the Borrower have amended this Agreement to provide for a Benchmark Replacement in accordance with §4.16 of this Agreement, all Loans shall be Base Rate Loans.

Suspension of SOFR Loans. Each SOFR Loan shall be subject to the following: (a) if Lender is unable to determine the applicable SOFR-Based Rate in respect of a Loan for any reason, or any law, regulation or governmental order, rule or determination makes it unlawful or impractical for Lender to fund or maintain such Loan or to continue such funding or maintaining, Lender shall give notice of such changed circumstances to Borrowers and (i) If the Agent determines (which determination shall be conclusive and binding on the BorrowerA) that the all Daily Simple SOFR, Adjusted Term SOFR, or SOFR cannot be determined temporarily pursuant to the definition thereof on or prior to the first day of any Interest Period other than due to a Benchmark Transition Event, the Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Agent to the Borrower and each Lender, (i) any obligation of the Lenders to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended to the extent of the applicable Interest Period, (ii) all SOFR Loans of the affected Interest Period shall be immediately converted to Base Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Lender without reference to the SOFR component of Base Rate) and (iii) the component of Base Rate based upon Term SOFR will not be used in any determination of Base Rate, in each case, until the Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to §4.8; and/or (ii) If the Agent determines (which determination shall be conclusive and binding on the Borrower) that Daily Simple SOFR, Adjusted Term SOFR, SOFR cannot be determined permanently pursuant to the definition thereof as a result of a Benchmark Transition Event, the Agent will promptly so notify the Borrower and each Lender, and the provisions of §4.16 of this Agreement shall be applicable. Upon notice thereof by the Agent to the Borrower and the Lenders, (i) any obligation of the Lenders to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended, (ii) all SOFR Loans shall be immediately converted to Base Rate Loans and (B) all Term-Based SOFR Loans shall be converted to Base Rate Loans on the date specified in Lender’s notice, and (ii) Borrowers shall not be entitled to elect the applicable SOFR-Based Rate (whether at the time when the applicable Loan was made, upon conversion from a Base Rate Loan to such Loan, or upon continuation of such Loan) until Lender determines that it would no longer be unable, unlawful or impractical to do so; and (b) if at any time Lender shall notify Borrowers that any applicable SOFR-Based Rate in respect of a Loan will not adequately reflect the cost to Lender of making, maintaining or continuing such Loan, (i) (A) all Daily Simple SOFR Loans shall be immediately converted to Base Rate Loans and (B) all Term-Based SOFR Loans shall be converted to Base Rate Loans on the date specified in Lender’s notice, and (ii) Borrowers shall not be entitled to elect the applicable SOFR-Based Rate (whether at the time when the applicable Loan was made, upon conversion from a Base Rate Loan to such Loan, or upon continuation of such Loan) until Lender determines that the circumstances causing such suspension no longer exist. Upon any such conversion, Borrowers shall also pay any additional amounts required pursuant to Section 2.18 on Term-Based SOFR Loans, if applicable. Subject to Section 2.16, if Lender 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 which Base Rate Loans shall be determined by the Agent Lender without reference to clause (c) of the SOFR component definition of “Base Rate) and (iii) the component of Base Rate based upon SOFR will not be used in any determination of Base Rate. Upon receipt of ” until Lender revokes such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein. Unless and until the Agent and the Borrower have amended this Agreement to provide for a Benchmark Replacement in accordance with §4.16 of this Agreement, all Loans shall be Base Rate Loansdetermination.

Suspension of SOFR Loans. Subject to Section 5.9 hereof and anything herein to the contrary notwithstanding, if, on or prior to the determination of the Adjusted Daily Simple SOFR Rate or the Adjusted Term SOFR Rate for any Interest Period: (ia) If the Administrative Agent shall determine (which determination shall be conclusive) that reasonable and adequate means do not exist for the ascertaining the Adjusted Term SOFR Rate for such Interest Period or the Adjusted Daily Simple SOFR Rate; (b) the Administrative Agent reasonably determines (which determination shall be conclusive and binding on the Borrowerconclusive) that quotations of interest rates for the relevant deposits referred to in the definition of Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR, Adjusted Term SOFR, SOFR Rate (or SOFR canrelated definitions) are not be determined temporarily pursuant to being provided in the definition thereof on relevant amounts or prior to for the first day relevant maturities for purposes of determining rates of interest for any Interest Period other than due to a Benchmark Transition Event, the Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Agent to the Borrower and each Lender, (i) any obligation of the Lenders to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended to the extent of the applicable Interest Period, as provided herein; or (ii) all SOFR Loans of the affected Interest Period shall be immediately converted to Base Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Lender without reference to the SOFR component of Base Rate) and (iiic) the component of Base Rate based upon Term SOFR will not be used in any determination of Base Rate, in each case, until the Administrative Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to §4.8; and/or (ii) If the Agent reasonably determines (which determination shall be conclusive and binding on the Borrowerconclusive) that the relevant rates of interest referred to in the definition of Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR, Adjusted Term SOFR, SOFR cannot Rate (or related definitions) upon the basis of which the rate of interest for any SOFR Loans is to be determined permanently pursuant are not likely to adequately cover the definition thereof as a result cost to any Lender of a Benchmark Transition Event, making or maintaining such SOFR Loans; then the Administrative Agent will promptly so notify shall give the Borrower and each LenderLender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to, and the provisions of §4.16 of this Agreement shall be not, make additional Term SOFR Loans and/or Daily Simple SOFR Loans, as applicable. Upon notice thereof by the Agent to , Continue Term SOFR Loans (if applicable) or Convert Loans into Term SOFR Loans and/or Daily Simple SOFR Loans and the Borrower and the Lendersshall, (i1) on the last day of each current Interest Period for any obligation of the Lenders to make or continue outstanding Term SOFR Loans or to convert (2) immediately for any Daily Simple SOFR Loans, either prepay such Loan or Convert such Loan into a Base Rate Loans to SOFR Loans shall be suspended, (ii) all SOFR Loans shall be immediately converted to Base Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Agent without reference to the SOFR component of Base Rate) and (iii) the component of Base Rate based upon SOFR will not be used in any determination of Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein. Unless and until the Agent and the Borrower have amended this Agreement to provide for a Benchmark Replacement in accordance with §4.16 of this Agreement, all Loans shall be Base Rate LoansLoan.

Suspension of SOFR Loans. (a) Anything herein to the contrary notwithstanding, if, on or prior to the determination of Adjusted Daily Simple SOFR or Adjusted Term SOFR for any Interest Period (as applicable): (i) If the Administrative Agent reasonably determines (which determination shall be conclusive and binding on the Borrowerconclusive) that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining Adjusted Daily Simple SOFR, SOFR or Adjusted Term SOFR, or SOFR cannot be determined temporarily pursuant to the definition thereof on or prior to the first day of for any Interest Period other than due to a Benchmark Transition Event(as applicable), the Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Agent to the Borrower and each Lender, (i) any obligation of the Lenders to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended to the extent of the applicable Interest Period, or (ii) all SOFR Loans of the affected Interest Period shall be immediately converted to Base Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Lender without reference to the SOFR component of Base Rate) and (iii) the component of Base Rate based upon Term SOFR will not be used in any determination of Base Rate, in each case, until the Administrative Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to §4.8; and/or (ii) If the Agent reasonably determines (which determination shall be conclusive and binding on the Borrowerconclusive) that the relevant rates of interest referred to in the definitions of Daily Simple SOFR, Adjusted SOFR or Term SOFR, SOFR cannot upon the basis of which the rate of interest for such Daily Simple SOFR Loans or Term SOFR Loans for an Interest Period is to be determined permanently pursuant are not likely to adequately cover the cost to the definition thereof as a result Requisite Lenders of a Benchmark Transition Event, making or maintaining such SOFR Loans; then the Administrative Agent will promptly so notify shall give the Borrower and each LenderLender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to, and the provisions of §4.16 of this Agreement shall be applicable. Upon notice thereof by the Agent to the Borrower and the Lendersnot, (i) any obligation of the Lenders to make or continue additional SOFR Loans, Continue SOFR Loans or to convert Convert Loans into SOFR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding SOFR Loan, either repay such Loan or Convert such Loan into a Base Rate Loans to SOFR Loans Loan and if such determination affects the calculation of the Base Rate, the Administrative Agent shall be suspended, (ii) all SOFR Loans shall be immediately converted to during the period of such suspension compute the Base Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Agent without reference to the SOFR component of Base Rate) and clause (iii) of the component definition of Base Rate based upon SOFR will not be used in any determination of “Base Rate. Upon receipt of ” until the Administrative Agent revokes such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein. Unless and until the Agent and the Borrower have amended this Agreement to provide for a Benchmark Replacement in accordance with §4.16 of this Agreement, all Loans shall be Base Rate Loans.

Suspension of SOFR Loans. Anything herein to the contrary notwithstanding, subject to the provisions of Exhibit M, if, with respect to any Daily Simple SOFR Loans, on any day, or, with respect to any Term SOFR Loans, on or prior to the determination of Adjusted Term SOFR for any Interest Period: (ia) If the Administrative Agent shall determine (which determination shall be conclusive) that reasonable and adequate means do not exist for ascertaining Adjusted Daily Simple SOFR or Adjusted Term SOFR as of such day or for such Interest Period, as applicable; (b) the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to in the definition of Adjusted Daily Simple SOFR or Adjusted Term SOFR are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for the applicable SOFR Loans as provided herein; or (c) the Administrative Agent reasonably determines (which determination shall be conclusive and binding on the Borrowerabsent manifest error) that the relevant rates of interest referred to in the definition of Adjusted Daily Simple SOFR, SOFR or Adjusted Term SOFRSOFR upon the basis of which the rate of interest for Daily Simple SOFR Loans for such day or Term SOFR Loans for such Interest Period, or SOFR cannot as applicable, is to be determined temporarily pursuant are not likely to adequately cover the cost to the definition thereof on Lenders of making or prior to maintaining such SOFR Loans for such day or Interest Period, as applicable; then the first day of any Interest Period other than due to a Benchmark Transition Event, the Administrative Agent will promptly so notify shall give the Borrower and each Lender. Upon Lender prompt notice thereof by and, so long as such condition remains in effect, the Agent to Lenders shall be under no obligation to, and shall not, make additional Daily Simple SOFR Loans or Term SOFR Loans, as applicable, Continue Daily Simple SOFR Loans or Term SOFR Loans, as applicable, or Convert Loans into Daily Simple SOFR Loans or Term SOFR Loans, as applicable, and the Borrower and each Lendershall, (i) with respect to any obligation of the Lenders to make or continue Daily Simple SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended to the extent of the applicable Interest PeriodLoan, on such day, and (ii) all with respect to any Term SOFR Loans Loan, on the last day of the affected each current Interest Period shall be immediately converted to for such outstanding Term SOFR Loan, either prepay such Loan or Convert such Loan into a Base Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Lender without reference to the SOFR component of Base Rate) and (iii) the component of Base Rate based upon Term SOFR will not be used in any determination of Base Rate, in each case, until the Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to §4.8; and/or (ii) If the Agent determines (which determination shall be conclusive and binding on the Borrower) that Daily Simple SOFR, Adjusted Term SOFR, SOFR cannot be determined permanently pursuant to the definition thereof as a result of a Benchmark Transition Event, the Agent will promptly so notify the Borrower and each Lender, and the provisions of §4.16 of this Agreement shall be applicable. Upon notice thereof by the Agent to the Borrower and the Lenders, (i) any obligation of the Lenders to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended, (ii) all SOFR Loans shall be immediately converted to Base Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Agent without reference to the SOFR component of Base Rate) and (iii) the component of Base Rate based upon SOFR will not be used in any determination of Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein. Unless and until the Agent and the Borrower have amended this Agreement to provide for a Benchmark Replacement in accordance with §4.16 of this Agreement, all Loans shall be Base Rate LoansLoan.

Suspension of SOFR Loans. (ia) If the Agent determines (which determination shall be conclusive and binding on the Borrower) that the Daily Simple SOFR, Adjusted Term SOFR, or SOFR cannot be determined temporarily pursuant to the definition thereof on or prior to the first day of any Interest Period other than due to a Benchmark Transition Event, the Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Agent to the Borrower and each Lender, (ix) any obligation of the Lenders to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended to the extent of the applicable Interest Period, (iiy) all SOFR Loans of the affected Interest Period shall be immediately converted to Base Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Lender Agent without reference to the SOFR component of Base Rate) and (iiiz) the component of Base Rate based upon Term SOFR will not be used in any determination of Base Rate, in each case, until the Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein. Upon any such conversion, the Borrower shall also pay any additional amounts required pursuant to §4.8; and/or . (iib) If the Agent determines (which determination shall be conclusive and binding on the Borrower) that Daily Simple SOFR, Adjusted Term SOFR, SOFR cannot be determined permanently pursuant to the definition thereof as a result of a Benchmark Transition Event, the Agent will promptly so notify the Borrower and each Lender, and the provisions of §4.16 4.17 of this Agreement shall be applicable. Upon notice thereof by the Agent to the Borrower and the Lenders, (ix) any obligation of the Lenders to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended, (iiy) all SOFR Loans shall be immediately converted to Base Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Agent without reference to the SOFR component of Base Rate) and (iiiz) the component of Base Rate based upon SOFR will not be used in any determination of Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein. Unless and until the Agent and the Borrower have amended this Agreement to provide for a Benchmark Replacement in accordance with §4.16 4.17 of this Agreement, all Loans shall be Base Rate Loans.

Suspension of SOFR Loans. (a) Circumstances Affecting SOFR Availability. Subject to clause (b) below, in connection with any request for a SOFR Loan or a Conversion to or Continuation thereof or otherwise, if for any reason (i) If the Administrative Agent determines shall determine (which determination shall be conclusive and binding on the Borrowerabsent manifest error) that the reasonable and adequate means do not exist for ascertaining Adjusted Daily Simple SOFR, Adjusted Term SOFR, or SOFR cannot be determined temporarily pursuant to the definition thereof or Adjusted Term SOFR on or prior to the first day of any the applicable Interest Period other than due or (ii) the Requisite Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, does not adequately and fairly reflect the cost to a Benchmark Transition Eventsuch Lenders of making or maintaining any such Loan during, with respect to Adjusted Term SOFR, such Interest Period and, in the case of clause (ii), the Requisite Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent will shall promptly so notify give notice thereof to the Borrower and each LenderBorrower. Upon notice thereof by the Administrative Agent to the Borrower and each LenderBorrower, (i) any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to Convert any Loan to or continue Continue any Loan as a SOFR Loans or to convert Base Rate Loans to SOFR Loans Loan, shall be suspended (to the extent of the applicable Interest Period, (ii) all affected SOFR Loans of or the affected Interest Period shall be immediately converted to Base Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Lender without reference to the SOFR component of Base RatePeriods) and (iii) the component of Base Rate based upon Term SOFR will not be used in any determination of Base Rate, in each case, until the Administrative Agent (with respect to clause (ii), at the instruction of the Requisite Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion Conversion to or continuation Continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted Converted any such request into a request for a borrowing of or Conversion to Base Rate Loans in the amount specified therein, (B) the Borrower may repay in full (or cause to be repaid in full) the then outstanding principal amount of each such SOFR Loan together with accrued interest thereon (subject to Section 3.8.) (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period, and (C) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. Upon any such conversionrepayment or Conversion, the Borrower shall also pay accrued interest on the amount so repaid or Converted, together with any additional amounts required pursuant to §4.8; and/or (ii) If the Agent determines (which determination shall be conclusive and binding on the Borrower) that Daily Simple SOFR, Adjusted Term SOFR, SOFR cannot be determined permanently pursuant to the definition thereof as a result of a Benchmark Transition Event, the Agent will promptly so notify the Borrower and each Lender, and the provisions of §4.16 of this Agreement shall be applicable. Upon notice thereof by the Agent to the Borrower and the Lenders, (i) any obligation of the Lenders to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended, (ii) all SOFR Loans shall be immediately converted to Base Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Agent without reference to the SOFR component of Base Rate) and (iii) the component of Base Rate based upon SOFR will not be used in any determination of Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein. Unless and until the Agent and the Borrower have amended this Agreement to provide for a Benchmark Replacement in accordance with §4.16 of this Agreement, all Loans shall be Base Rate LoansSection 4.4.

Suspension of SOFR Loans. (a) Circumstances Affecting SOFR Rate Availability. Subject to clause (b) below, in connection with any request for a SOFR Loan or a Conversion to or Continuation thereof or otherwise, if for any reason (i) If the Administrative Agent determines shall determine (which determination shall be conclusive and binding on the Borrowerabsent manifest error) that the reasonable and adequate means do not exist for ascertaining Adjusted Daily Simple SOFR, Adjusted Term SOFR, or SOFR cannot be determined temporarily pursuant to the definition thereof or Adjusted Term SOFR on or prior to the first day of any the applicable Interest Period other than due or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, does not adequately and fairly reflect the cost to a Benchmark Transition Eventsuch Lenders of making or maintaining any such Loan during, with respect to Adjusted Term SOFR, such Interest Period and, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent will shall promptly so notify give notice thereof to the Borrower and each LenderBorrower. Upon notice thereof by the Administrative Agent to the Borrower and each LenderBorrower, (i) any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to Convert any Loan to or continue Continue any Loan as a SOFR Loans or to convert Base Rate Loans to SOFR Loans Loan, shall be suspended (to the extent of the applicable Interest Period, (ii) all affected SOFR Loans of or the affected Interest Period shall be immediately converted to Base Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Lender without reference to the SOFR component of Base RatePeriods) and (iii) the component of Base Rate based upon Term SOFR will not be used in any determination of Base Rate, in each case, until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion Conversion to or continuation Continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted Converted any such request into a request for a borrowing of or Conversion to Base Rate Loans in the amount specified therein, (B) the Borrower may repay in full (or cause to be repaid in full) the then outstanding principal amount of each such SOFR Loan together with accrued interest thereon (subject to Section 3.7.) (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period, and (C) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. Upon any such conversionrepayment or Conversion, the Borrower shall also pay accrued interest on the amount so repaid or Converted, together with any additional amounts required pursuant to §4.8; and/or (ii) If the Agent determines (which determination shall be conclusive and binding on the Borrower) that Daily Simple SOFR, Adjusted Term SOFR, SOFR cannot be determined permanently pursuant to the definition thereof as a result of a Benchmark Transition Event, the Agent will promptly so notify the Borrower and each Lender, and the provisions of §4.16 of this Agreement shall be applicable. Upon notice thereof by the Agent to the Borrower and the Lenders, (i) any obligation of the Lenders to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended, (ii) all SOFR Loans shall be immediately converted to Base Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Agent without reference to the SOFR component of Base Rate) and (iii) the component of Base Rate based upon SOFR will not be used in any determination of Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein. Unless and until the Agent and the Borrower have amended this Agreement to provide for a Benchmark Replacement in accordance with §4.16 of this Agreement, all Loans shall be Base Rate LoansSection 4.4.