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 such Interest Period or # any 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 Lender of making or maintaining such Loans during such Interest Period, then in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the 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 SOFR 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 or 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 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 Breakage Costs.

Subject to clause (c) below, in connection with any request for a SOFR Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to Term SOFR) or a conversion to or continuation thereof, 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 the ascertaining Term SOFR for the applicable Interest Period with respect to a proposed SOFR Advance (or a Floating Rate Advance as to which the interest rate is determined with reference to Term SOFR) or # the Required [[Organization B:Organization]] 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 [[Organization B:Organization]] of making or maintaining such Advances during such Interest Period, and, in the case of clause (ii), the Required [[Organization B:Organization]] have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of [[Organization B:Organization]] to make SOFR Advances, and any right of the Borrower to convert any Loan to or continue any Loan as a SOFR Advance, shall be suspended (to the extent of the affected SOFR Advances or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required [[Organization B:Organization]]) 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 Advances (to the extent of the affected SOFR Advances or the 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 Floating Rate Advances in the amount specified therein and # any outstanding affected SOFR Advances will be deemed to have been converted into Floating Rate Advances at the end of the applicable Interest Period. 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 3.3].

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.

Upon notice thereof by the Administrative Agent to the Borrowers, any obligation of the Lenders to make or maintain SOFR Loans, and any right of the Borrowers to continue SOFR Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative 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 Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans in the amount specified therein and # any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 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.

then, in each case, the Administrative Agent shall 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 or the affected Interest Periods) until the Administrative 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 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 request into a request for a borrowing of or conversion to, as applicable, # Daily Simple SOFR 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)])], in each case, in the amount specified therein and # any outstanding affected Term SOFR Loans will 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 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)])]. 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 2.15].

Section # Basis for Determining Interest Rate Inadequate or Unfair. If on or before the first day of any Interest Period for any Term SOFR Loans ​ having at least 50% in aggregate amount of the Commitments advise the Administrative Agent that Term SOFR, as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such ​ of funding their Term SOFR Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and ​, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, # the obligations of ​ to make Term SOFR Loans or to continue or convert outstanding Loans as or into Term SOFR Loans shall be suspended and # each outstanding Term SOFR Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Business Days before the date of any affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, if such affected Borrowing is a Term SOFR Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing.

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 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 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 Borrower (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 illegality, 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 the Administrative Agent, prepay or, if applicable, convert all SOFR Loans to Base Rate Loans (in each case, if necessary to avoid such illegality, 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 Lender may lawfully continue to maintain such SOFR Loans, to such day, or immediately, if such Lender may not lawfully continue to maintain such SOFR Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any Breakage Costs.

If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation of any of such Loans, as applicable, # the Administrative Agent determines (which determination shall be conclusive absent manifest error) that # no Successor Rate has been determined in accordance with [Section 2.06(c)(ii)], and the circumstances under [clause (i) of Section 2.06(c)(ii)] or the Scheduled Unavailability Date has occurred, or # adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or # the Administrative Agent or the Required ​ determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such ​ of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.

then the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the [[Organization B:Organization]] to make Benchmark Rate Loans, and any right of the Borrower to continue Benchmark Rate Loans or to convert ABR Loans to Benchmark Rate Loans, shall be suspended (to the extent of the affected Benchmark Rate Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required [[Organization B:Organization]]) revokes such notice. Upon receipt of such notice, # the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Benchmark Rate Loans (to the extent of the affected Benchmark Rate 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 ABR Loans in the amount specified therein and # any outstanding affected Benchmark Rate Loans will be deemed to have been converted into ABR 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 2.13]. Subject to 2.11(b) 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.

Inability to Determine Rates. If in connection with any request for a SOFR Loan, a conversion to a SOFR Loan, or a continuation of a Term SOFR Loan, # the Administrative Agent determines that (which determination shall be conclusive absent manifest error) that # no Successor Rate has been determined in accordance with [Section 3.03(b)], and the circumstances under [clause (i) of Section 3.03(b)] or the Scheduled Unavailability Date has occurred, or # adequate and reasonable means do not otherwise exist for determining Daily Simple SOFR or Term SOFR for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed SOFR Loan or in connection with an existing or proposed Base Rate Loan, or # the Administrative Agent or the Required [[Loan Parties:Organization]] determine that for any reason that Term SOFR for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to such [[Loan Parties:Organization]] of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.