Any Term SOFR Rate Loans shall automatically convert to Base Rate Loans upon the last day of the applicable Interest Period, unless Administrative Agent has received and approved a request to continue such Term SOFR Rate Loan at least three (3) U.S. Government Securities Business Days prior to such last day in accordance with the terms hereof. Any SOFR Rate Loans shall, at Administrative Agent’s option, upon notice by Administrative Agent to Lead Borrower, be subsequently converted to Base Rate Loans in the event that this Agreement shall terminate or not be renewed. Borrowers shall pay to Administrative Agent, for the benefit of Lenders, upon demand by Administrative Agent (or Administrative Agent may, at its option, charge any loan account of any Borrower) any amounts required to compensate any Lender or Participant for any loss (including loss of anticipated profits), cost or expense incurred by such person, as a result of the conversion of SOFR Rate Loans to Base Rate Loans pursuant to any of the foregoing.

Notwithstanding any other provision herein (but subject to the provisions set forth in [Section 3.4]), if the adoption of or any Change in Law shall make it unlawful for Administrative Agent or any Lender to make or maintain SOFR Rate Loans as contemplated by this Agreement, # Administrative Agent or such Lender shall promptly give written notice of such circumstances to Lead Borrower (which notice shall be withdrawn whenever such circumstances no longer exist), # the commitment of such Lender hereunder to make SOFR Rate Loans, continue SOFR Rate Loans as such and convert Base Rate Loans to SOFR Rate Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Lender to make or maintain SOFR Rate Loans, such Lender shall then have a commitment only to make a Base Rate Loan when a SOFR Rate Loan is requested and # such Lender’s Loans then outstanding as SOFR Rate Loans, if any, shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Term SOFR Rate Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, Borrowers and Guarantors shall pay to such Lender such amounts, if any, as may be required pursuant to [Section 3.3(d)] below.

reference to the Term SOFR component of the Base Rate, 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, 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 such Lender (with a copy to the Administrative Agent), prepay all SOFR Loans of such Lender or convert all SOFR 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), in each case, immediately, or, in the case of Term SOFR Loans, on the last day of the Interest Period therefor if such Lender may lawfully continue to maintain such Term SOFR Loans to such day and # if such notice asserts the illegality of such Lender determining or charging interest rates based upon Term SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the 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 Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to [Section 3.05].

greater than the requested SOFR Rate Loan, all or a portion of such Base Rate Loans shall be automatically converted to a SOFR Rate Loan in the amount requested by the Lead Borrower, and # if Base Rate Loans are not outstanding in an amount at least equal to the requested SOFR Rate Loan, the Lead Borrower shall make an electronic request via the Portal for additional Base Rate Loans in an such amount, when taken with the outstanding Base Rate Loans (which shall be converted automatically at such time), as is necessary to satisfy the requested SOFR Rate Loan. If the Lead Borrower fails to make such additional request via the Portal as required pursuant to clause (ii) of the foregoing sentence, then the Borrowers shall be responsible for all amounts due pursuant to this Agreement arising on account of such failure. If the Lead Borrower fails to give a timely notice with respect to any continuation of a SOFR Rate Loan, then the applicable Loans shall be converted to Base Rate Loans, effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Rate Loans. All requests for a borrowing which are not made by electronic request of the Lead Borrower through the Portal shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its sole discretion, such borrowing shall not be made until the completion of) the Administrative Agent’s authentication process (with results satisfactory to the Administrative Agent) prior to the funding of any such requested Loan.

Subject to the provisions set forth in [Section 3.4], if prior to the first day of any Interest Period, # Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon Borrowers and Guarantors) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR for such Interest Period or Adjusted Daily Simple SOFR, # Administrative Agent has received notice from the Required Lenders that Adjusted Term SOFR or Adjusted Daily Simple SOFR determined or to be determined for such Interest Period, as applicable, will not adequately and fairly reflect the cost to Lenders of making or maintaining SOFR Rate Loans during such Interest Period, or # 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 and # each outstanding SOFR Rate Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice 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 convert Base Rate Loans to SOFR Rate Loans.

If at any time Agent shall notify Administrative Borrower that any applicable SOFR-Based Rate in respect of a Loan will not adequately reflect the cost to Agent and the ​ of making, maintaining or continuing such Loan, # all SOFR Loans shall be immediately converted to Base Rate Loans, and # 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) until Agent determines that the circumstances causing such suspension no longer exist.

Each Borrower may from time to time request Term SOFR Rate Loans or Daily Simple SOFR Loans, or may request that Base Rate Loans be converted to Term SOFR Rate Loans or Daily Simple SOFR Loans, or that any existing Term SOFR Rate Loans continue for an additional Interest Period, in each case, subject to the limits set forth below. Such request from a Borrower shall specify the amount of the Term SOFR Rate Loans or Daily Simple SOFR Loans requested, or the amount of the Base Rate Loans to be converted to Term SOFR Rate Loans or Daily Simple SOFR Loans, as applicable, or the amount of the Term SOFR Rate Loans to be continued (subject to the limits set forth below) and the Interest Period to be applicable to such Term SOFR Rate Loans. Subject to the terms and conditions contained herein, three (3) U.S. Government Securities Business Days after (or, in the case of requests for borrowings of or conversions to Daily Simple SOFR Loans, five (5) U.S. Government Securities Business Days after) receipt by Administrative Agent of such a request from a Borrower, such SOFR Rate Loans shall be made or Base Rate Loans shall be converted to SOFR Rate Loans or such Term SOFR Rate Loans shall continue, as the case may be, provided, that, # no Default or Event of Default shall exist or have occurred and be continuing, # no party hereto shall have sent any notice of termination of this Agreement, such Borrower shall have complied with such customary procedures as are established by Administrative Agent and specified by Administrative Agent to Lead Borrower from time to time for requests by Borrowers for SOFR Rate Loans, # no more than fifteen (15) Interest Periods may be in effect at any one time, # the amount of any Term SOFR Rate Loan shall be not less than $1,000,000 and the aggregate amount of the Term SOFR Rate Loans outstanding at any time must be in an amount not less

Section # Base Rate Loans Substituted for Affected Term SOFR Loans. If the 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 Borrower under [Section 8.03 or 8.04]4] with respect to its Term SOFR Loans, and in any such case the Borrower shall, by at least five U.S. Government Securities Business Days’ prior notice to such 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 shall instead be Base Rate Loans on which interest and principal shall be payable contemporaneously with the related Term SOFR Loans of the other ​. 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 of the other ​.

Section # Illegality. If, on or after the date hereof, any Change in Law shall make it unlawful or impossible for any Lender (or its applicable Lending Office) to make, maintain or fund its Term SOFR Loans and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other ​ and the Borrower, whereupon until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Term SOFR Loans, or to convert outstanding Loans into Term SOFR Loans or continue outstanding Loans as Term SOFR Loans, in each case to the Borrower shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section, such Lender shall designate a different applicable Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Term SOFR Loan of such Lender then outstanding to the Borrower shall be converted to a Base Rate Loan either on the last day of the then current Interest Period applicable to such Term SOFR Loan if such Lender may lawfully continue to maintain and fund such Loan as a Term SOFR Loan to such day or immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Loan as a Term SOFR Loan to such day. Interest and principal on any such Base Rate Loan shall be payable on the same dates as, and on a pro rata basis with, the interest and principal payable on the related Term SOFR Loans of the other ​.

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 give notice of such changed circumstances to Administrative Borrower and # all SOFR Loans shall be immediately converted to Base Rate Loans, and # no Borrower shall 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 Agent determines that it would no longer be unable, unlawful or impractical to do so.