Upon notice thereof by the Bank to the Borrower, any obligation of the Bank to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Bank 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 (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and # any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to [Section 7.02].

Upon receipt of such notice, # the Borrower may revoke any pending request for a borrowingBorrowing of, or conversion toto, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and # any outstanding affectedTerm SOFR Loans willshall be deemed to have been converted intoto Base Rate Loans immediately at the end of thetheir 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 7.02].

Upon receipt of such notice, # the Borrower may revoke any pending request for a borrowingCommitted Borrowing of, or conversion to Daily SOFR Loans, Committed Borrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods)Periods or determination date(s)), or, failing that, the Borrower will be deemed to have converted any such request into a request for a Committed Borrowing of or conversion to Base Rate Loans in the amount specified thereindenominated and # any outstanding affected SOFR Loans willshall be deemed to have been converted intoto Base Rate Loans immediately, in the case of a Daily SOFR Loan, or at the end of the applicable Interest Period. Upon any such conversion,Period, in the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to [Section 7.02].case of a Term SOFR Loan.

SECTION # Illegality. If any Change in Law shall make it unlawful or impossible for the Bank to perform any of its obligations hereunder, to make, maintain or fund any SOFR Loan or to or to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR, the Bank shall promptly give notice thereof to the Borrower, anywhereupon until the Bank notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of the Bank to make SOFR Loans, and any right of the Borroweror to continue SOFRor convert outstanding Loans as or to convert Base Rate Loans tointo SOFR Loans, shall be suspended (tosuspended. In the extentcase of the making of a SOFR Borrowing, the Loan shall be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and, if the affected SOFR Loans or affectedLoan is then outstanding, such Loan shall be converted to a Base Rate Loan either # on the last day of the then current Interest Periods) untilPeriod applicable to such SOFR Loan if the Bank revokesmay lawfully continue to maintain such notice.Loan to such date or # immediately if the Bank shall determine that it may not lawfully continue to maintain such SOFR Loan to such date. Upon receipt of such notice, # the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing ofprepayment or conversion to Base Rate Loans in the amount specified therein and # any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to [Section 7.02].

Upon receipt of such notice, # the Borrower​ may revoke any pending request for a borrowingBorrowing of, or conversion toto, or continuation of Eurodollar RateTerm SOFR Loans (to the extent of the affected Eurodollar RateTerm SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Committed Borrowing of or conversion to Base Rate Loans in the amount specified thereintherein. and # any outstanding affectedTerm SOFR Loans willshall be deemed to have been converted intoto Base Rate Loans immediately at the end of their respective applicable Interest Period (or, in the case of any impacted FILO Loan, 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 7.02]current calendar month).

notice thereofmay be by telephone) whether or not the Bankrequested Interest Period has been consented to by all the Borrower, any obligation of the Bank to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Bank revokes such notice. Upon receipt of such notice, # the Borrower may revoke any pending request for a borrowingLenders. Each Borrowing of, conversion to or continuation of SOFR Loans (toshall be in a principal amount of ​ or a whole multiple of ​ in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for aentire principal thereof then outstanding). Except as provided in [[Sections 2.03(c) and 2.04(c)])]])], each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of ​ or a whole multiple of ​ in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each Loan Notice and each telephonic notice shall specify # the applicable Facility and whether the ​ is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount specified thereinof Loans to be borrowed, converted or continued, # the Type of Loans to be borrowed or to which existing Loans are to be converted, and # any outstanding affectedif applicable, the duration of the Interest Period with respect thereto. If the ​ fails to specify a Type of Loan in a Loan Notice or if the ​ fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the ​ requests a Borrowing of, conversion to, or continuation of SOFR Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have beenspecified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to [Section 7.02].a SOFR Loan.

Upon notice thereof by the BankAdministrative Agent to the Borrower,Borrowers, any obligation of the BankLenders to make or maintain SOFR Loans, and any right of the BorrowerBorrowers to continue SOFR Loans or to convert Base RateABR Loans to SOFR Loans,Loans shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the BankAdministrative Agent (with respect to [clause (b) above], at the instruction of the Required Lenders) revokes such notice. Upon the Borrower’s receipt of such notice, # the BorrowerBorrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the BorrowerBorrowers will be deemed to have converted any such request into a request for a Borrowingborrowing of or conversion to Base RateABR Loans in the amount specified therein and # any outstanding affected SOFR Loans will be deemed to have been converted into Base RateABR Loans at the end of the applicable Interest Period. Upon any such conversion, the BorrowerBorrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to [Section 7.02]3.05]. Subject to [Section 3.09], if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to [clause (c)] of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Section # Base Rate Loans Substituted for Affected Term SOFR Loans. If the Bank to the Borrower, any obligation of any Lender to make, or to continue or convert outstanding Loans as or to, Term SOFR Loans has been suspended pursuant to [Section 8.02] or any Lender has demanded compensation from the BankBorrower under [[Section 8.03 or 8.04]4]]4] with respect to makeits Term SOFR Loans, and in any right ofsuch case the Borrower shall, by at least five U.S. Government Securities Business Days’ prior notice to continuesuch Lender through the Administrative Agent, have elected that the provisions of this Section shall apply to such Lender, then, unless and until such Lender notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, all Loans which would otherwise be made by such Lender as (or continued as or converted to) Term SOFR Loans or to convertshall instead be Base Rate Loans to SOFR Loans,on which interest and principal shall be suspended (topayable contemporaneously with the extentrelated Term SOFR Loans of the affectedother ​. If such Lender notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, the principal amount of each such Base Rate Loan shall be converted into a Term SOFR Loan on the first day of the next succeeding Interest Period applicable to the related Term SOFR Loans or affected Interest Periods) until the Bank 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 (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and # any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to [Section 7.02].other ​.

Upon notice thereof by the BankAdministrative Agent to the Borrower, any obligation of the BankLenders to make SOFR Loans,Advances, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans,Advances, shall be suspended (to the extent of the affected SOFR LoansAdvances or affected InterestRemittance Periods) until the BankAdministrative Agent (with respect to [clause (ii)], at the instruction of the Required Lenders) 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 LoansAdvances (to the extent of the affected SOFR LoansAdvances or affected InterestRemittance Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and # any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to [Section 7.02]2.10(f)].

Upon receipt of such notice, # the Borrower​ may revoke any pending request for a borrowingBorrowing of, continuation of or conversion to Term SOFR Loans, or Borrowing of, or continuation of SOFRAlternative Currency Loans (toto the extent of the affected SOFR Loans or affected Interest Periods)Period or determination date(s), as applicable or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and #(ii) (A) any outstanding affectedTerm SOFR Loans willor Alternative Currency Loans, at ​’s election, shall either # be deemed to have been converted into a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Loan immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period. Upon anyPeriod, in the case of an Alternative Currency Term Rate Loan or Term SOFR Loan or # be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan or Term SOFR Loan; provided that if no election is made by ​ # in the case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by ​ of such conversion,notice or # in the Borrowercase of an Alternative Currency Term Rate Loan or Term SOFR Loan, by the last day of the current Interest Period for the applicable Loan, ​ shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuantbe deemed to [Section 7.02]have elected [clause (1) above].