Circumstances Affecting Benchmark Availability. Subject to [clause (c)] below, if for any reason # Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Term SOFR for the applicable Interest Period on or prior to the first day of a calendar month, # the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining Loans, or # upon the commencement of a Benchmark Unavailability Period, then, in each case, Agent shall promptly give notice thereof to Borrowers. Upon notice thereof by Agent to Borrowers, until such time as a Benchmark Replacement has been determined pursuant to [clause (c)] below, Agent may select a replacement index rate and spread adjustment in good faith and in its commercially reasonable discretion giving due consideration to # any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or # any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities; provided that any comparable or successor rate shall be applied by Agent, if administratively feasible, in a manner consistent with market practice.

Laws Affecting BenchmarkSOFR Availability. Subject to [clause (c)] below, ifIf, after the date hereof, the introduction of, or any change in, any applicable law or regulation 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 any Lender (or any of their respective lending offices) with 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 reason # Agent shallLender (or any of their respective lending offices) to determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertainingor charge interest based upon SOFR or Term SOFR for the applicable Interest Period on or prior to the first day of a calendar month, # the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Term SOFR does not adequately and fairly reflect the cost toSOFR, such Lenders of making or maintaining Loans, or # upon the commencement of a Benchmark Unavailability Period, then, in each case, AgentLender shall promptly give notice thereof to Borrowers. UponAgent and Agent shall promptly give notice thereof byto Borrowers and the other Lenders. Thereafter, until Agent to Borrowers,notifies the Borrower that such circumstances no longer exist or until such time as a Benchmark Replacement has been determined pursuant to [clause (c)] below, Agent may select a replacement index rate and spread adjustment in good faith and in its commercially reasonable discretion giving due consideration to # any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or # any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities; provided that any comparable or successor rate shall be applied by Agent, if administratively feasible, in a manner consistent with market practice.

Circumstances Affecting Benchmark Availability. Subject to [clause (c)] below, in connection with any request for a SOFR Loan or a conversion to or continuation thereof or otherwise, if for any reason # the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Term SOFR for the applicable Interest Period with respect to a proposed SOFR Loan on or prior to the first day of a calendar month,such Interest Period or # the Required Lendersany Lender shall determine (which determination shall be conclusive and binding absent manifest error) that Term SOFR does not adequately and fairly reflect the cost to such LendersLender of making or maintaining Loans, or # upon the commencement of a Benchmark Unavailabilitysuch Loans during such Interest Period, then,then in each case, the Administrative Agent shall promptly give notice thereof to Borrowers.the Borrower. Upon notice thereof by the Administrative Agent to Borrowers, until such timethe Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to or continue any Loan as a Benchmark Replacement has been determined pursuantSOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) 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 [clause (c)] below, Agent may selector 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 any such request into a replacement index raterequest for a borrowing of or conversion to Base Rate Loans in the amount specified therein and spread adjustment in good faith and in its commercially reasonable discretion giving due consideration to # any selection or recommendationoutstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of a replacement benchmark rate or the mechanism for determiningapplicable Interest Period. Upon any such a rate byconversion, the Relevant Governmental Body or #Borrower shall also pay accrued interest on the amount so converted, together with any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities; provided that any comparable or successor rate shall be applied by Agent, if administratively feasible, in a manner consistent with market practice.Breakage Costs.