provided that, if the Administrative Agent in consultation with the Parent Borrower determines that Term SOFR has become available, is administratively feasible for the Administrative Agent and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect was so identified, and the Administrative Agent notifies the Parent Borrower and each Lender of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment.

provided that, if the Administrative Agent in consultation with the Parent Borrower determines that Term SOFR has become available, is administratively feasible for the Administrative Agent and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect was so identified, and the Administrative Agent notifies the Parent Borrower and each Lender of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment.

provided that, if the Administrative Agent in consultation with the Parent Borrower determines that Term SOFR has become available, is administratively feasible for the Administrative Agent and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect was so identified, and the Administrative Agent notifies the ParentLead Borrower and each Lender of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment.

provided that, with respect to Loans denominated in U.S. Dollars, if the Administrative Agent in consultation with the Parent Borrower determines that Term SOFR has become available, is administratively feasible for the Administrative Agent and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect was so identified, and the Administrative Agent notifies the Parent BorrowerCompany and each LenderBank of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment.

provided that, if the [[Administrative AgentAgent:Organization]] in consultation with the Parent Borrower​ determines that Term SOFR has become available, is administratively feasible for the [[Administrative AgentAgent:Organization]] and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect was so identified, and the [[Administrative AgentAgent:Organization]] notifies the Parent Borrower​ and each Lender of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment.

provided that, ifthen, in the case of [clauses (i)-(iii) above], on a date and time determined by the Administrative Agent in consultation with the Parent Borrower determines that Term(any such date, the “LIBORTerm SOFR has become available, is administratively feasible for the Administrative Agent and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so availableReplacement Date”), which date shall be at the time thatend of an Interest Period or on the LIBOR Successor Rate then in effect was so identified, and the Administrative Agent notifies the Parent Borrower and each Lender of such availability, then from and after the beginning of the Interest Period, relevant interest payment datedate, as applicable, for interest calculated and shall occur within a reasonable period of time after the occurrence of any of the events or circumstances under [clauses (i), (ii) or (iii) above]e] and, solely with respect to [clause (ii) above], no later than the Scheduled Unavailability Date, LIBOR RateTerm SOFR will be replaced hereunder and under any Loan Document with, subject to the proviso below, the first available alternative set forth in the order below Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated,calculated that can be determined by the Administrative Agent, in each case, commencing no less than thirty (30) days afterwithout any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the date of such notice,Related Adjustment, the Pre-“Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment. Rate”):.

providedprovided, that, if the Administrative Agent in consultationinitially BSBY is replaced with the Parent Borrowerrate contained in [clause (2) above] (Daily Simple SOFR plus the SOFR Adjustment) and subsequent to such replacement, the Lender determines that Term SOFR has become available,available and is administratively feasible for the Administrative Agent and would have been identified as the Pre-Adjustment Successor RateLender in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect was so identified,its sole discretion, and the Administrative AgentLender notifies the Parent Borrower and each Lender of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant RelatedSOFR Adjustment.

provided that, ifthen, on a date and time determined by the Administrative Agent in consultation with(any such date, the Parent Borrower determines that Term“Term SOFR has become available, is administratively feasible for the Administrative Agent and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so availableReplacement Date”), which date shall be at the time thatend of an Interest Period or on the LIBOR Successor Rate then in effect was so identified, and the Administrative Agent notifies the Parent Borrower and each Lender of such availability, then from and after the beginning of the Interest Period, relevant interest payment date ordate, as applicable, for interest calculated and, solely with respect to [clause (ii) above], no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated,calculated that can be determined by the Administrative Agent, in each case, commencing no less than thirty (30) days after the datewithout any amendment to, or further action or consent of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment.any other party to, this Agreement or any other Loan Document (the “Successor Rate).

provided that, ifthen, in the case of [clauses (i)-(iii) above], on a date and time determined by the Administrative Agent (any such date, the “LIBORTerm SOFR Replacement Date”), which date shall be, in consultation with the Parent Borrower determines thatcase of Term SOFR has become available, is administratively feasible for the Administrative Agent and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so availableLoans, at the time thatend of an Interest Period or on the LIBOR Successor Rate then in effect was so identified, and the Administrative Agent notifies the Parent Borrower and each Lender of such availability, then from and after the beginning of the Interest Period, relevant interest payment datedate, as applicable, for interest calculated and shall occur within a reasonable period of time after the occurrence of any of the events or circumstances under [clauses (i), (ii) or (iii) above] and, solely with respect to [clause (ii) above], no later than the Scheduled Unavailability Date, LIBORTerm SOFR and the SOFR Daily Floating Rate will be replaced hereunder and under any Loan Document with, subject to the proviso below, the first available alternative set forth in the order below Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated,calculated that can be determined by the Administrative Agent, in each case, commencing no less than thirty (30) days afterwithout any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the date of such notice,Related Adjustment, the Pre-Adjustment“Pre-Adjustment). If the Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be TermRate”): is Daily Simple SOFR plus the relevant Related Adjustment. SOFR Adjustment, all interest payments will be payable on a monthly basis.

provided that, ifthen, on a date and time determined by the Administrative Agent in consultation with the Parent Borrower determines that Term SOFR has become available, is administratively feasible for the Administrative Agent and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so availableAgent, which date shall be at the time thatend of an Interest Period or on the LIBOR Successor Rate then in effect was so identified, and the Administrative Agent notifies the Parent Borrower and each Lender of such availability, then from and after the beginning of the Interest Period, relevant interest payment date ordate, as applicable, for interest calculated and, solely with respect to [clause (ii) above], no later than the SOFR Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated,calculated that can be determined by the Administrative Agent, in each case, commencing no less than thirty (30) days after the datewithout any amendment to, or further action or consent of such notice, the Pre-Adjustmentany other party to, this Agreement or any other Loan Document (the “SOFR Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment. Rate”).