Administrative Agent shall, solely as to the Loans of such affected Lender, compute the Base Rate without reference to [clause (c)] of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any affected Lender (with a copy to the Administrative Agent), convert all Term SOFR Loans of such affected Lender to # Daily Simple SOFR Loans, so long as the Adjusted Daily Simple SOFR is not the subject of [[Section 2.13(a)(i) or 2.13(a)(ii)])]])] or would not be subject to, with respect to such affected Lender, this [Section 2.13(b)] if references in this [Section 2.13(b)] to Term SOFR Loans were references to Daily Simple SOFR Loans or # otherwise, Base Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall, solely as to the Loans of such affected Lender, compute the Base Rate without reference to [clause (c)] of the definition of “Base Rate”), on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if such affected Lender may not lawfully continue to maintain such Term SOFR Loans to such day. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted.

. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund any Loan whose interest is determined by reference to SOFR, Daily Simple SOFR or Term SOFR, or to determine or charge interest rates based upon SOFR, Daily Simple SOFR or Term SOFR, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), # any obligation of such Lender to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended, and # if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such affected Lender, compute the Base Rate without reference to [clause (c)] of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the BorrowerLender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, # the Borrower shall, upon demand from any affectedsuch Lender (with a copy to the Administrative Agent), convertprepay all Term SOFR Loans of such affectedLender or convert all SOFR Loans of such Lender to # Daily Simple SOFR Loans, so long as the Adjusted Daily Simple SOFR is not the subject of [[Section 2.13(a)(i) or 2.13(a)(ii)])]])] or would not be subject to, with respect to such affected Lender, this [Section 2.13(b)] if references in this [Section 2.13(b)] to Term SOFR Loans were references to Daily Simple SOFR Loans or # otherwise, Base Rate Loans (in each case,(the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent shall, solely as to the Loans of such affected Lender, compute the Base Rate without reference to [clause (c)]the Term SOFR component of the definitionBase Rate), in each case, immediately, or, in the case of “Base Rate”),Term SOFR Loans, on the last day of the Interest Period therefor,therefor if such affected Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately,day and # if such affectednotice asserts the illegality of such Lender may not lawfully continuedetermining or charging interest rates based upon Term SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to maintain such Lender without reference to the Term SOFR Loanscomponent thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to such day.determine or charge interest rates based upon Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so converted.prepaid or converted, together with any additional amounts required pursuant to [Section 3.05].

reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such affected Lender, compute the Base Rate without reference to [clause (c)] of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the BorrowerLender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, # the Borrower shall, upon demand from any affectedsuch Lender (with a copy to the Administrative Agent), convertprepay all Term SOFR Loans of such affectedLender or convert all SOFR Loans of such Lender to # Daily Simple SOFR Loans, so long as the Adjusted Daily Simple SOFR is not the subject of [[Section 2.13(a)(i) or 2.13(a)(ii)])]])] or would not be subject to, with respect to such affected Lender, this [Section 2.13(b)] if references in this [Section 2.13(b)] to Term SOFR Loans were references to Daily Simple SOFR Loans or # otherwise, Base Rate Loans (in each case,(the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent shall, solely as to the Loans of such affected Lender, compute the Base Rate without reference to [clause (c)]the Term SOFR component of the definitionBase Rate), in each case, immediately, or, in the case of “Base Rate”),Term SOFR Loans, on the last day of the Interest Period therefor,therefor if such affected Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately,day and # if such affectednotice asserts the illegality of such Lender may not lawfully continuedetermining or charging interest rates based upon Term SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to maintain such Lender without reference to the Term SOFR Loanscomponent thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to such day.determine or charge interest rates based upon Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so converted.prepaid or converted, together with any additional amounts required pursuant to [Section 3.05].

then, in each case, the Administrative Agent shall, solely asshall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Loans, and any right of the Borrower to convert any Loan to or continue any Loan as a Term SOFR Loan at the end of the Interest Period then applicable thereto, shall be suspended (to the extent of the affected Term SOFR Loans of suchor the affected Lender, computeInterest Periods) until the Base Rate without referenceAdministrative Agent (with respect to [clause (c)(ii)], at the instruction of the definition of “Base Rate”.Required Lenders) revokes such notice. Upon receipt of an Illegality Notice,such notice, # the Borrower shall, if necessarymay revoke any pending request for a borrowing of, conversion to avoid such illegality, upon demand from any affected Lender (with a copy to the Administrative Agent), convert allor continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such affected Lender torequest into a request for a borrowing of or conversion to, as applicable, # Daily Simple SOFR Loans,Loans so long as the Adjusted Daily Simple SOFR is not also the subject of [[Section 2.13(a)(i) or 2.13(a)(ii) or (2)])])]])])] Base Rate Loans if the Adjusted Daily Simple SOFR also is the subject of [[Section 2.13(a)(i) or 2.13(a)(ii)])]])] or would not be subject to, with respect to such, in each case, in the amount specified therein and # any outstanding affected Lender, this [Section 2.13(b)] if references in this [Section 2.13(b)] to Term SOFR Loans were referenceswill be deemed to have been converted, at the end of the Interest Period then applicable thereto, into # Daily Simple SOFR Loans so long as the Adjusted Daily Simple SOFR is not also the subject of [[Section 2.13(a)(i) or # otherwise,2.13(a)(ii) or (2)])])]])])] Base Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall, solely as toAdjusted Daily Simple SOFR also is the Loanssubject of such affected Lender, compute the Base Rate without reference to [clause (c)] of the definition of “Base Rate”), on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain such Term SOFR Loans to such day,[[Section 2.13(a)(i) or immediately, if such affected Lender may not lawfully continue to maintain such Term SOFR Loans to such day.2.13(a)(ii)])]])]. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so converted.prepaid or converted, together with any additional amounts required pursuant to [Section 2.15].

Base Rate Portions of such affected Lender, compute the Base Rate without reference to [clause (c)] of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the BorrowerLender shall, if necessary to avoid such illegality, upon demand from any affected Lender (with a copy to thebe determined by Administrative Agent), convert all Term SOFR Loans of such affected Lender to # Daily Simple SOFR Loans, so long as the Adjusted Daily Simple SOFR is not the subject of [[Section 2.13(a)(i) or 2.13(a)(ii)])]])] or would not be subject to, with respect to such affected Lender, this [Section 2.13(b)] if references in this [Section 2.13(b)] to Term SOFR Loans were references to Daily Simple SOFR Loans or # otherwise, Base Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall, solely as to the Loans of such affected Lender, compute the Base Rate without reference to [clause (c)]the Adjusted Term SOFR component of the definition of “Base Rate”)Base Rate), either on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain such Term SOFR LoansPortions to such day, or immediately, if such affected Lender may not lawfully continue to maintain such Term SOFR LoansPortions and # if such notice asserts the illegality of such Lender determining or charging interest rates based upon Adjusted Term SOFR, Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such day.Lender without reference to the Adjusted Term SOFR component thereof until Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon Adjusted Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Subject to the provisions set forth in [Section 3.4], if prior to the first day of any Interest Period, # Administrative Agent shall, solely as toshall have determined in good faith (which determination shall be conclusive and binding upon Borrowers and Guarantors) that, by reason of circumstances affecting the Loans of such affected Lender, compute the Base Rate without reference to [clause (c)] of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any affected Lender (with a copy to the Administrative Agent), convert allrelevant market, adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR Loans offor such affected Lender to #Interest Period or Adjusted Daily Simple SOFR, # Administrative Agent has received notice from the Required Lenders that Adjusted Term SOFR Loans, so long as theor Adjusted Daily Simple SOFR isdetermined or to be determined for such Interest Period, as applicable, will not adequately and fairly reflect the subjectcost to Lenders of [[Section 2.13(a)(i)making or 2.13(a)(ii)])]])] or would not be subject to, with respect tomaintaining SOFR Rate Loans during such affected Lender, this [Section 2.13(b)] if references in this [Section 2.13(b)] to Term SOFR Loans were references to Daily Simple SOFR LoansInterest Period, or # otherwise,Dollar deposits in the principal amounts of the SOFR Rate Loans to which such Interest Period is to be applicable are not generally available in the applicable market, Administrative Agent shall give telecopy or telephonic notice thereof to Lead Borrower as soon as practicable thereafter, and will also give prompt written notice to Lead Borrower when such conditions no longer exist. If such notice is given # any SOFR Rate Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, # any Loans that were to have been converted on the first day of such Interest Period to or continued as SOFR Rate Loans shall be converted to or continued as Base Rate Loans (inand # each case, if necessary to avoid such illegality, the Administrative Agent shall, solely as to the Loans of such affected Lender, compute the Baseoutstanding SOFR Rate without reference to [clause (c)] of the definition of “Base Rate”),Loan shall be converted, on the last day of the then-current Interest Period therefor, ifthereof, to Base Rate Loans. Until such affected Lender may lawfully continuenotice has been withdrawn by Administrative Agent, no further SOFR Rate Loans shall be made or continued as such, nor shall any Borrower have the right to maintain such Term SOFRconvert Base Rate Loans to such day, or immediately, if such affected Lender may not lawfully continue to maintain such Term SOFR Loans to such day. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted.Rate Loans.

If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to perform any of its obligations hereunder or make, maintain or fund Loans whose interest is determined by reference to SOFR, Term SOFR, or Daily Simple SOFR, or to determine or charge interest rates based upon SOFR, Term SOFR or Daily Simple SOFR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to engage in reverse repurchase of U.S. Treasury securities transactions of the type included in the determination of SOFR, then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, # any obligation of such Lender to make or continue either Term SOFR Rate Loans or Daily SOFR Rate Loans shall be suspended and # if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such affected Lender, compute the Base Rate without reference to [clause (c)] of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the BorrowerLender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, # the Borrowers shall, upon demand from any affectedsuch Lender (with a copy to the Administrative Agent), prepay (without penalty or premium other than amounts payable pursuant to [Section 3.05]) or, if applicable, convert all Term SOFR Rate Loans of such affected Lender to # Daily Simple SOFR Loans, so long as the Adjusted Daily Simple SOFR is not the subject of [[Section 2.13(a)(i) or 2.13(a)(ii)])]])] or would not be subject to, with respect to such affected Lender, this [Section 2.13(b)] if references in this [Section 2.13(b)] to Term SOFR Loans were references to Daily Simple SOFR Loans or # otherwise, Base Rate Loans (in each case,(the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, thebe determined by Administrative Agent shall, solely as to the Loans of such affected Lender, compute the Base Rate without reference to [clause (c)]the Term SOFR component of the definition of “Base Rate”)Base Rate), either on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain such Term SOFR Rate Loans to such day, or immediately, if such affected Lender may not lawfully continue to maintain such Term SOFR Rate Loans, # the Borrowers shall, upon demand from such Lender (with a copy to Administrative Agent), immediately prepay or, if applicable, convert all Daily SOFR Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate), and # if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such day.Lender without reference to Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR. Upon any such prepayment or conversion, the BorrowerBorrowers shall also pay accrued interest on the amount so converted.prepaid or converted, together with any additional amounts required pursuant to [Section 3.05].

Laws Affecting SOFR Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Administrative Agent shall, solely aswith any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender to honor its obligations hereunder to make or maintain any SOFR Loan, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate or Adjusted Term SOFR, the Administrative Agent shall promptly give notice thereof to the LoansBorrower (an “Illegality Notice”). Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, # any obligation of any Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to a SOFR Loan or continue any Loan as a SOFR Loan, shall be suspended and # if necessary to avoid such affected Lender, computeillegality, the Base Rate shall be computed without reference to [clause (c)] of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any affected Lender (with a copy to the Administrative Agent),Agent, prepay or, if applicable, convert all Term SOFR Loans of such affected Lender to # Daily Simple SOFR Loans, so long as the Adjusted Daily Simple SOFR is not the subject of [[Section 2.13(a)(i) or 2.13(a)(ii)])]])] or would not be subject to, with respect to such affected Lender, this [Section 2.13(b)] if references in this [Section 2.13(b)] to Term SOFR Loans were references to Daily Simple SOFR Loans or # otherwise, Base Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall, solely as to the Loans of such affected Lender, compute the Base Rate shall be computed without reference to [clause (c)] of the definition of “Base Rate”), on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain such Term SOFR LoansLoans, to such day, or immediately, if such affected Lender may not lawfully continue to maintain such Term SOFR Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so converted.prepaid or converted, together with any Breakage Costs.

If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to perform any of its obligations hereunder or make, maintain or fund Loans whose interest is determined by reference to SOFR, Term SOFR, or Daily Simple SOFR, or to determine or charge interest rates based upon SOFR, Term SOFR or Daily Simple SOFR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to engage in reverse repurchase of U.S. Treasury securities transactions of the type included in the determination of SOFR, then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, # any obligation of such Lender to make or continue either Term SOFR Rate Loans or Daily SOFR Rate Loans shall be suspended and # if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such affected Lender, compute the Base Rate without reference to [clause (c)] of the definition of “Base Rate”. Upon receipt of an Illegality Notice, the BorrowerLender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, # the Borrowers shall, upon demand from any affectedsuch Lender (with a copy to the Administrative Agent), prepay (without penalty or premium other than amounts payable pursuant to [Section 3.05]) or, if applicable, convert all Term SOFR Rate Loans of such affected Lender to # Daily Simple SOFR Loans, so long as the Adjusted Daily Simple SOFR is not the subject of [[Section 2.13(a)(i) or 2.13(a)(ii)])]])] or would not be subject to, with respect to such affected Lender, this [Section 2.13(b)] if references in this [Section 2.13(b)] to Term SOFR Loans were references to Daily Simple SOFR Loans or # otherwise, Base Rate Loans (in each case,(the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, thebe determined by Administrative Agent shall, solely as to the Loans of such affected Lender, compute the Base Rate without reference to [clause (c)]the Term SOFR component of the definition of “Base Rate”)Base Rate), either on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain such Term SOFR Rate Loans to such day, or immediately, if such affected Lender may not lawfully continue to maintain such Term SOFR Rate Loans, # the Borrowers shall, upon demand from such Lender (with a copy to Administrative Agent), immediately prepay or, if applicable, convert all Daily SOFR Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such day. Upon anyLender shall, if necessary to avoid such conversion,illegality, be determined by the Borrower shall also pay accrued interest onAdministrative Agent without reference to the amount so converted.Term SOFR

If Agent, on any Business Day, is unable to determine the SOFR-Based Rate applicable for a new or converted SOFR Loan for any reason, or any law, regulation, or governmental order, rule or determination, makes it unlawful for any Lender to fund or maintain such Loan or to continue such funding or maintaining, Agent shall, solely as to the Loansshall give notice of such affected Lender, compute thechanged circumstances to Administrative Borrower and # all SOFR Loans shall be immediately converted to Base Rate without referenceLoans, and # no Borrower shall be entitled to [clause (c)] ofelect the definition of “Base Rate”. Upon receipt of an Illegality Notice,applicable SOFR-Based Rate (whether at the Borrower shall, if necessarytime when the applicable Loan was made, upon conversion from a Base Rate Loan to avoid such illegality,Loan, or upon demand from any affected Lender (with a copy to the Administrative Agent), convert all Term SOFR Loanscontinuation of such affected LenderLoan) until Agent determines that it would no longer be unable, unlawful or impractical to # Daily Simple SOFR Loans, so long as the Adjusted Daily Simple SOFR is not the subject of [[Section 2.13(a)(i) or 2.13(a)(ii)])]])] or would not be subject to, with respect to such affected Lender, this [Section 2.13(b)] if references in this [Section 2.13(b)] to Term SOFR Loans were references to Daily Simple SOFR Loans or # otherwise, Base Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall, solely as to the Loans of such affected Lender, compute the Base Rate without reference to [clause (c)] of the definition of “Base Rate”), on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if such affected Lender may not lawfully continue to maintain such Term SOFR Loans to such day. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted.do so.