Common use of Benchmark Replacement Setting Clause in Contracts

Benchmark Replacement Setting. (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if prior to the commencement of any Interest Period for a SOFR Borrowing: (i) the Administrative Agent determines that Adjusted Term SOFR cannot be determined pursuant to the definition thereof; or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent; 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 Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) 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 ABR Loans in the amount specified therein and (ii) 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 Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02. Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted 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.

Benchmark Replacement Setting. (a) Subject Notwithstanding anything to clauses the contrary herein or in any other Loan Document (bincluding Section 2.14), upon the occurrence of a Benchmark Transition Event, Agent may at any time thereafter amend this Agreement to replace the then current Benchmark with an alternate benchmark rate selected by Agent, together with any spread or other adjustment to be applied to such alternate benchmark rate (cincluding any mathematical or other adjustments to the benchmark), giving due consideration to any evolving or then existing convention for determining a rate of interest as a replacement to such current Benchmark for U.S. dollar denominated syndicated Agent-originated loans in the U.S. market (d), the “Benchmark Replacement”) on the fifth (e5th) and (f) Business Day after the date notice of this Section 3.03, if prior such Benchmark Replacement is provided to the commencement Lenders without any amendment to this Agreement or any other Loan Document, or further action or consent of the Borrowers, so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Lenders comprising the Required Lenders or the Borrower; provided that upon Agent’s receipt of any Interest Period for a SOFR Borrowing: such notice of objection hereunder, (i) the Administrative Agent determines all Loans that Adjusted Term SOFR cannot bear interest by reference to such Benchmark shall be determined pursuant immediately converted to the definition thereof; or Base Rate Loans and (ii) the Majority Lenders determine that Borrower shall not be entitled to elect such Benchmark (whether at the time when the applicable Loan is made, or upon conversion or the continuation of a Loan) and such Benchmark shall be unavailable until such time as a Benchmark Replacement has occurred, whether pursuant to this Section 2.18(a) or mutual consent pursuant to Section 11.2. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate. If the Benchmark Replacement as so determined would be less than 0.35%, the Benchmark Replacement will be deemed to be 0.35% for the purposes of this Agreement. Any such amendment will become effective at 5:00 p.m. Pacific Time on the effective date specified in such amendment (such date, the “Benchmark Replacement Date”). (b) As used in this Section 2.18: (i) “Benchmark” means, initially, with respect to any reason in connection with any request for a SOFR Loan, the SOFR-Based Rate upon which such SOFR Loan is based; provided that if a Benchmark Replacement Date has occurred with respect to any such SOFR-Based Rate or a conversion thereto any then current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has become effective pursuant to this Section 2.18; and (ii) “Benchmark Transition Event” means the occurrence of one or a continuation thereof that Adjusted Term SOFR for any requested Interest Period more of the following events with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders then current Benchmark: (A) a public statement or publication of funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent; the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof information by the Administrative Agent to the Borrower, any obligation or on behalf of the Lenders to make SOFR Loans, and any right administrator of the Borrower Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to continue SOFR Loans provide such Benchmark (or to convert ABR Loans to SOFR Loanssuch component thereof), shall be suspended (to the extent of the affected SOFR Loans permanently or affected Interest Periods) until the Administrative Agent (with respect to clause (ii)indefinitely; provided that, at the instruction of the Majority Lenders) revokes such notice. Upon receipt time of such noticestatement or publication, there is no successor administrator that will continue to provide such Benchmark (ior such component thereof); (B) a public statement or publication of information by a governmental authority having jurisdiction over Agent, the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof); (C) a public statement or publication of information by a governmental authority having jurisdiction over Agent or the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark is no longer, or as of a specified future date will no longer be, representative or is not in compliance or aligned, or as a specified future date will be in compliance or aligned, with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; (D) the Borrower may revoke any pending request for a borrowing of, conversion circumstances set forth in Section 2.14 have arisen and such circumstances are unlikely to be temporary; or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest PeriodsE) 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 Agent has determined that U.S. dollar denominated syndicated loans in the amount specified therein and U.S. market are being executed or amended (iias applicable) 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 Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02. Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR cannot be determined pursuant to the definition thereof on any given day, the incorporate or adopt a new benchmark interest rate on ABR Loans shall be determined by to replace the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determinationthen current Benchmark.

Benchmark Replacement Setting. (ai) Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if prior Notwithstanding anything to the commencement contrary herein or in any other Credit Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. (ii) In connection with the administration of Term SOFR or the implementation and administration of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time (with the consent of the Borrower (not to be unreasonably withheld or delayed)) and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any Interest Period for a SOFR Borrowing:other party to this Agreement. (iii) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the Administrative Agent determines that Adjusted Term SOFR cannot be determined pursuant to the definition thereof; or implementation of any Benchmark Replacement and (ii) the Majority Lenders determine effectiveness of any Conforming Changes. Any determination, decision or election that for may be made by the Administrative Agent in consultation with, or subject to consent rights of, the Borrower as expressly set forth in this Section 2.10(d), including any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period determination with respect to a proposed SOFR Loan does not adequately tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and fairly reflect any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.10(d). (iv) At any time (including in connection with the cost to such Lenders implementation of funding such Loana Benchmark Replacement), and (i) if the Majority Lenders have provided notice of such determination to the Administrative Agent; then-current Benchmark is a term rate (including Term SOFR), then the Administrative Agent will promptly so notify the Borrower may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and each Lender. Upon notice thereof by (ii) the Administrative Agent to may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings. (v) Upon the Borrower, any obligation ’s receipt of notice of the Lenders to make SOFR Loans, and any right commencement of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such noticea Benchmark Unavailability Period, (i) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected SOFR Loans be made, converted or affected Interest Periods) orcontinued during any Benchmark Unavailability Period and, 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 (ii) during the continuance of any Benchmark Unavailability Period, any outstanding affected Term SOFR Loans will be deemed to have been converted into to ABR Loans at the end of the applicable Interest Period. Upon During a Benchmark Unavailability Period or at any such conversiontime that a tenor for the then-current Benchmark is not an Available Tenor, the Borrower shall also pay accrued interest on component of the amount so convertedABR based upon the then-current Benchmark or such tenor for such Benchmark, together with any additional amounts required pursuant to Section 5.02. Subject to clauses (b)as applicable, (c), (d), (e) and (f) of this Section 3.03, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR canwill not be determined pursuant to the definition thereof on used in any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) determination of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determinationABR.

Benchmark Replacement Setting. (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.032.14, if (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term SOFR Borrowing: Loan, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or the Term SOFR (i(including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Administrative Agent determines that Adjusted or the Required Lenders determine, prior to the commencement of any Interest Period for a Term SOFR cannot be determined pursuant to Loan, that the definition thereof; or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested such Interest Period with respect to a proposed SOFR Loan does will not adequately and fairly reflect the cost to such Lenders (or Lender) of funding making or maintaining their Loans (or its Loan) included in such LoanBorrowing for such Interest Period, and the Majority Lenders have provided notice of such determination to the Administrative Agent; the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue or maintain Term SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Adjusted Term SOFR component of the Base Rate, the utilization of the Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of Section 2.14(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, in each case, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Furthermore, if any Term SOFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.14(a) with respect to the Adjusted Term SOFR, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the Adjusted Term SOFR and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.07 or a new Borrowing Request in accordance with the terms of Section 2.03, (1) any Term SOFR Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan on such day. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and Borrower may amend this agreement to replace the then-current Benchmark with a Benchmark Replacement. Such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after such amendment with respect to such Benchmark Replacement is provided to the Lenders and the Borrower so long as Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.14 will occur prior to the applicable Benchmark Transition Start Date. (c) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date and, if applicable, Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.14. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, Borrower may revoke any request for a Borrowing of, conversion to or continuation of a Borrowing of Term SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, 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 (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans a Borrowing accruing interest at the end of Base Rate plus the applicable Interest PeriodApplicable Rate. Upon During any such conversionBenchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the Borrower shall also pay accrued interest on component of Base Rate based upon the amount so convertedthen-current Benchmark or such tenor for such Benchmark, together with any additional amounts required pursuant to Section 5.02. Subject to clauses (b)as applicable, (c), (d), (e) and (f) of this Section 3.03, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR canwill not be determined pursuant to the definition thereof on used in any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) determination of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Benchmark Replacement Setting. (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if prior Notwithstanding anything to the commencement of contrary in this Agreement or any Interest Period for a SOFR Borrowing: (i) the Administrative Agent determines that Adjusted Term SOFR cannot be determined pursuant to the definition thereof; or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent; 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 Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) 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 ABR Loans in the amount specified therein and (ii) 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 Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02. Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03other Credit Documents, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that Adjusted the Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining one-month, three-month and six-month interest periods of Term SOFR, including because the Term SOFR canScreen Rate is not available or published on a current basis and such circumstances are unlikely to be determined pursuant temporary; or (b) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one-month, three-month and six-month interest periods of Term SOFR or the definition thereof on any given dayTerm SOFR Screen Rate shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of dollar-denominated syndicated loans, or shall or will otherwise cease; provided, that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on ABR Loans which one-month, three-month and six-month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Credit Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent Agent, in each case, without reference any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly basis. Notwithstanding anything to clause the contrary herein, (ci) of the definition of “Alternate Base Rate” until if the Administrative Agent revokes determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 4.09(a) or (b) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 4.09 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar dollar-denominated credit facilities syndicated and agented in the United States for such determinationalternative benchmark and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar dollar-denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 P.M. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided, that, to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Credit Documents.

Benchmark Replacement Setting. (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.032.10, if prior to the commencement first day of any Interest Period for a SOFR BorrowingPeriod: (i) the Administrative Agent determines that Adjusted Term SOFR canshall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not be determined pursuant to exist for ascertaining the definition thereof; Eurodollar Rate for such Interest Period, or (ii) the Majority Administrative Agent shall have received notice from the Required Lenders determine that the Eurodollar Rate determined or to be determined for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested such Interest Period with respect to a proposed SOFR Loan does in good faith by such Required Lenders will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining their affected Term Loans during such LoanInterest Period, and the Majority Lenders have provided notice of such determination to the Administrative Agent; the Administrative Agent will promptly so notify shall give telecopy or telephonic notice thereof to the Borrower and each Lenderthe relevant Lenders as soon as practicable thereafter. Upon If such notice thereof by is given (x) any Eurodollar Loans hereunder requested to be made on the Administrative Agent to the Borrower, any obligation first day of the Lenders to make SOFR such Interest Period shall be made as Base Rate Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) 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 ABR Loans in the amount specified therein and (iiy) any outstanding affected SOFR Term Loans will be deemed hereunder that were to have been converted into ABR on the first day of such Interest Period to Eurodollar Loans at shall be continued as Base Rate Loans and (z) any outstanding Eurodollar Loans hereunder shall be converted, on the end last day of the applicable then-current Interest Period. Upon any , to Base Rate Loans; provided that if the circumstances giving rise to such conversionnotice shall cease or otherwise become inapplicable to such Required Lenders, the Borrower then such Required Lenders shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant promptly give notice of such change in circumstances to Section 5.02. Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined Borrower. Until such notice has been withdrawn by the Administrative Agent without reference Agent, no further Eurodollar Loans hereunder shall be made or continued as such, nor shall the Borrower have the right to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determinationconvert Term Loans hereunder to Eurodollar Loans.

Benchmark Replacement Setting. (a) Subject to clauses (b), (c), (d), (e) ), and (f) of this Section 3.03, if prior to the commencement of any Interest Period for a SOFR Borrowing: (i) the Administrative Agent determines that Adjusted Term SOFR cannot be determined pursuant to the definition thereof; or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent; 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 Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) 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 ABR Loans in the amount specified therein and (ii) 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 Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02. Subject to clauses (b), (c), (d), (ec) and (f) of this Section 3.03, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted 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.

Benchmark Replacement Setting. (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if prior to the commencement of If at any Interest Period for a SOFR Borrowing: (i) the Administrative Agent determines that Adjusted Term SOFR cannot be determined pursuant to the definition thereof; or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent; 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 Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) 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 ABR Loans in the amount specified therein and (ii) 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 Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02. Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if the Administrative Agent time Bank determines (which determination shall be conclusive and binding absent manifest error) that Adjusted (A) the circumstances set forth in Section 2.5(a) have arisen and such circumstances are unlikely to be temporary; or (B) the circumstances set forth in Section 2.5(a) have not arisen but the supervisor for the Term SOFR cannot Administrator or a Governmental Authority having jurisdiction over Bank has made a public statement announcing that such administrator has ceased or will cease to provide SOFR, permanently or indefinitely, or that SOFR is no longer representative, then Bank shall determine an alternate rate of interest to SOFR and a spread adjustment mechanism that gives due consideration to (1) any selection or recommendation of a replacement rate or the mechanism for determining such a rate or spread adjustment mechanism by the Federal Reserve Board of Governors and/or a committee officially endorsed or convened by the Federal Reserve Board of Governors, or any successor thereto and/or (2) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to SOFR for similarly situated loans in the United States at such time, and Bank shall amend this Agreement to reflect such alternate rate of interest, such spread adjustment, and such other related changes to this Agreement as may be determined pursuant applicable; provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Bank shall provide Borrower with notice of such amendment. Notwithstanding anything to the definition thereof contrary in Section 11.6 (Amendments in Writing; Waiver; Integration), such amendment shall become effective at 5:00 p.m. Pacific time on the tenth (10th) Business Day after Bank has provided such amendment to Borrower without any given dayfurther action or consent of Borrower, so long as Bank has not received, by such time, written notice of objection to such amendment from Borrower. In the event that Borrower objects to such amendment, Bank and Borrower shall endeavor to agree on an alternate rate of interest that is mutually acceptable. Until an alternate rate on ABR Loans of interest shall be determined by in accordance with this Section 2.5(b) (but in the Administrative Agent without reference to case of the circumstances described in clause (cB) of the definition first sentence of “Alternate Base Rate” until this Section 2.5(b), only to the Administrative Agent revokes extent that SOFR is not available or published at such determinationtime on a current basis), (x) any SOFR Advances requested to be made shall be made as Prime Rate Advances, and (y) any outstanding SOFR Advances shall be converted to Prime Rate Advances on the date determined by Bank as notified by Bank to Borrower.

Benchmark Replacement Setting. (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if prior to the commencement of If any Interest Period for a SOFR Borrowing: (i) the Administrative Agent determines that Adjusted Term SOFR cannot be Lender shall have determined pursuant to the definition thereof; or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent; 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 Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) 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 ABR Loans in the amount specified therein and (ii) 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 Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02. Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if the Administrative Agent determines (which determination shall be conclusive and binding upon the parties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person (as conclusively determined by the related Lender) of maintaining any Portion of any Loan Amount during such Interest Period or day, as applicable, until such Lender shall promptly give telephonic notice of such determination, confirmed in writing, to the Administrative Agent and Borrower on such day. Upon delivery of such notice: (i) no Portion of any Loan Amount shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Lender shall have given notice to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with respect to any outstanding Portion of any Loan Amount then funded at Adjusted LIBOR or LMIR, such Interest Rate shall automatically and immediately be converted to the Base Rate. (b) If on any day any Lender shall have been notified by any Lender that such Lender has determined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance by such Lender with any Change in Law, shall make it unlawful or impossible for such Lender to fund or maintain any Portion of any Loan Amount at or by reference to Adjusted Term SOFR cannot be determined pursuant to LIBOR or LMIR, such Lender shall notify the definition thereof on any given day, the interest rate on ABR Loans shall be determined by Borrower and the Administrative Agent without reference to clause (c) thereof. Upon receipt of such notice, such Lender notifies the definition of “Alternate Base Rate” until Borrower and the Administrative Agent revokes that the circumstances giving rise to such determinationdetermination no longer apply, (i) no Portion of any Loan Amount shall be funded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest Rate for any outstanding Portion of any Loan Amount then funded at Adjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.

Benchmark Replacement Setting. (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if prior to the commencement of If at any Interest Period for a SOFR Borrowing: (i) the Administrative Agent determines that Adjusted Term SOFR cannot be determined pursuant to the definition thereof; or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent; 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 Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) 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 ABR Loans in the amount specified therein and (ii) 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 Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02. Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if the Administrative Agent time Bank determines (which determination shall be conclusive and binding absent manifest error) that Adjusted (A) the circumstances set forth in Section 3.6(a) have arisen and such circumstances are unlikely to be temporary; or (B) the circumstances set forth in Section 3.6(a) have not arisen but the supervisor for the Term SOFR cannot Administrator or a Governmental Authority having jurisdiction over Bank has made a public statement announcing that such administrator has ceased or will cease to provide Term SOFR, permanently or indefinitely, or that Term SOFR is no longer representative, then Bank shall determine an alternate rate of interest to Term SOFR and a spread adjustment mechanism that gives due consideration to (1) any selection or recommendation of a replacement rate or the mechanism for determining such a rate or spread adjustment mechanism by the Federal Reserve Board of Governors and/or a committee officially endorsed or convened by the Federal Reserve Board of Governors, or any successor thereto and/or (2) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to Term SOFR for similarly situated loans in the United States at such time, and Bank shall amend this Agreement to reflect such alternate rate of interest, such spread adjustment, and such other related changes to this Agreement as may be determined pursuant applicable; provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Bank shall provide Borrower with notice of such amendment. Notwithstanding anything to the definition thereof contrary in Section 12.7 (Amendments in Writing; Waiver; Integration), such amendment shall become effective at 5:00 p.m. Pacific time on the tenth (10th) Business Day after Bank has provided such amendment to Borrower without any given dayfurther action or consent of Borrower, so long as Bank has not received, by such time, written notice of objection to such amendment from Borrower. In the event that Borrower objects to such amendment, Bank and Borrower shall endeavor to agree on an alternate rate of interest that is mutually acceptable. Until an alternate rate on ABR Loans of interest shall be determined by in accordance with this Section 3.6(b) (but in the Administrative Agent without reference to case of the circumstances described in clause (cB) of the definition first sentence of “Alternate Base Rate” until this Section 3.6(b), only to the Administrative Agent revokes extent that Term SOFR is not available or published at such determinationtime on a current basis), (x) any SOFR Advances requested to be made shall be made as Prime Rate Advances, and (y) any outstanding SOFR Advances shall be converted to Prime Rate Advances on the date determined by Bank as notified by Bank to Borrower.

Benchmark Replacement Setting. (a) Subject Notwithstanding anything to clauses the contrary herein or in any other Loan Document (bincluding Section 2.14), upon the occurrence of a Benchmark Transition Event, Agent may at any time thereafter amend this Agreement to replace the then current Benchmark with an alternate benchmark rate selected by Agent, together with any spread or other adjustment to be applied to such alternate benchmark rate (cincluding any mathematical or other adjustments to the benchmark), giving due consideration to any evolving or then existing convention for determining a rate of interest as a replacement to such current Benchmark for U.S. dollar denominated syndicated Agent-originated loans in the U.S. market (d), the “Benchmark Replacement”) on the fifth (e5th) and (f) Business Day after the date notice of this Section 3.03, if prior such Benchmark Replacement is provided to the commencement Lenders without any amendment to this Agreement or any other Loan Document, or further action or consent of the Borrowers, so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Lenders comprising the Required Lenders or the Borrower; provided that upon Agent’s receipt of any Interest Period for a SOFR Borrowing: such notice of objection hereunder, (i) the Administrative Agent determines all Loans that Adjusted Term SOFR cannot bear interest by reference to such Benchmark shall be determined pursuant immediately converted to the definition thereof; or Base Rate Loans and (ii) the Majority Lenders determine that Borrower shall not be entitled to elect such Benchmark (whether at the time when the applicable Loan is made, or upon conversion or the continuation of a Loan) and such Benchmark shall be unavailable until such time as a Benchmark Replacement has occurred, whether pursuant to this Section 2.18(a) or mutual consent pursuant to Section 11.2. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate. If the Benchmark Replacement as so determined would be less than 0.35%, the Benchmark Replacement will be deemed to be 0.35% for the purposes of this Agreement. Any such amendment will become effective at 5:00 p.m. Pacific Time on the effective date specified in such amendment (such date, the “Benchmark Replacement Date”). (b) As used in this Section 2.18: (i) “Benchmark” means, initially, with respect to any reason in connection with any request for a SOFR Loan, the SOFR-Based Rate upon which such SOFR Loan is based; provided that if a Benchmark Replacement Date has occurred with respect to any such SOFR-Based Rate or a conversion thereto any then current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has become effective pursuant to this Section 2.18; and (ii) “Benchmark Transition Event” means the occurrence of one or a continuation thereof that Adjusted Term SOFR for any requested Interest Period more of the following events with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders then current Benchmark: (A) a public statement or publication of funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent; the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof information by the Administrative Agent to the Borrower, any obligation or on behalf of the Lenders to make SOFR Loans, and any right administrator of the Borrower Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to continue SOFR Loans provide such Benchmark (or to convert ABR Loans to SOFR Loanssuch component thereof), shall be suspended (to the extent of the affected SOFR Loans permanently or affected Interest Periods) until the Administrative Agent (with respect to clause (ii)indefinitely; provided that, at the instruction of the Majority Lenders) revokes such notice. Upon receipt time of such noticestatement or publication, there is no successor administrator that will continue to provide such Benchmark (ior such component thereof); (B) a public statement or publication of information by a governmental authority having jurisdiction over Agent, the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof); (C) a public statement or publication of information by a governmental authority having jurisdiction over Agent or the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark is no longer, or as of a specified future date will no longer be, representative or is not in compliance or aligned, or as a specified future date -47- will be in compliance or aligned, with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; (D) the Borrower may revoke any pending request for a borrowing of, conversion circumstances set forth in Section 2.14 have arisen and such circumstances are unlikely to be temporary; or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest PeriodsE) 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 Agent has determined that U.S. dollar denominated syndicated loans in the amount specified therein and U.S. market are being executed or amended (iias applicable) 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 Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02. Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR cannot be determined pursuant to the definition thereof on any given day, the incorporate or adopt a new benchmark interest rate on ABR Loans shall be determined by to replace the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determinationthen current Benchmark.

Benchmark Replacement Setting. (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if prior to the commencement of If at any Interest Period for a SOFR Borrowing: (i) the Administrative Agent determines that Adjusted Term SOFR cannot be determined pursuant to the definition thereof; or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent; 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 Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) 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 ABR Loans in the amount specified therein and (ii) 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 Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02. Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if the Administrative Agent time Bank determines (which determination shall be conclusive and binding absent manifest error) that Adjusted (A) the circumstances set forth in Section 3.6(a) have arisen and such circumstances are unlikely to be temporary; or (B) the circumstances set forth in Section 3.6(a) have not arisen but the supervisor for the Term SOFR cannot Administrator or a Governmental Authority having jurisdiction over Bank has made a public statement announcing that such administrator has ceased or will cease to provide SOFR, permanently or indefinitely, or that SOFR is no longer representative, then Bank shall determine an alternate rate of interest to SOFR and a spread adjustment mechanism that gives due consideration to (1) any selection or recommendation of a replacement rate or the mechanism for determining such a rate or spread adjustment mechanism by the Federal Reserve Board of Governors and/or a committee officially endorsed or convened by the Federal Reserve Board of Governors, or any successor thereto and/or (2) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to SOFR for similarly situated loans in the United States at such time, and Bank shall amend this Agreement to reflect such alternate rate of interest, such spread adjustment, and such other related changes to this Agreement as may be determined pursuant applicable; provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Bank shall provide Borrower with written notice of such amendment. Notwithstanding anything to the definition thereof contrary in Section 12.7 (Amendments in Writing; Waiver; Integration), such amendment shall become effective at 5:00 p.m. Pacific time on the tenth (10th) Business Day after Bank has provided such amendment to Borrower without any given dayfurther action or consent of Borrower, so long as Bank has not received, by such time, written notice of objection to such amendment from Borrower. In the event that Borrower objects to such amendment, Bank and Borrower shall endeavor to agree on an alternate rate of interest that is mutually acceptable. Until an alternate rate on ABR Loans of interest shall be determined by in accordance with this Section 3.6(b) (but in the Administrative Agent without reference to case of the circumstances described in clause (cB) of the definition first sentence of “Alternate Base Rate” until this Section 3.6(b), only to the Administrative Agent revokes extent that SOFR is not available or published at such determinationtime on a current basis), (x) any SOFR Advances requested to be made shall be made as Prime Rate Advances, and (y) any outstanding SOFR Advances shall be converted to Prime Rate Advances on the date determined by Bank as notified in writing by Bank to Borrower.

Benchmark Replacement Setting. (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.032.10, if prior to the commencement first day of any Interest Period for a SOFR BorrowingPeriod: (i) the Administrative Agent determines that shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR cannot be determined pursuant to the definition thereof; for such Interest Period, or (ii) the Majority Administrative Agent shall have received notice from the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR determined or to be determined for any requested such Interest Period with respect to a proposed SOFR Loan does in good faith by such Required Lenders will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining their affected Loans during such LoanInterest Period, and the Majority Lenders have provided notice of such determination to the Administrative Agent; the Administrative Agent will promptly so notify shall give telecopy or telephonic notice thereof to the Borrower and each Lenderthe relevant Lenders as soon as practicable thereafter. Upon If such notice thereof by is given (x) any SOFR Loans hereunder requested to be made on the Administrative Agent to the Borrower, any obligation first day of the Lenders to make SOFR such Interest Period shall be made as Base Rate Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) 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 ABR Loans in the amount specified therein and (iiy) any outstanding affected SOFR Loans will be deemed hereunder that were to have been converted into ABR on the first day of such Interest Period to SOFR Loans at shall be continued as Base Rate Loans and (z) any outstanding SOFR Loans hereunder shall be converted, on the end last day of the applicable then-current Interest Period. Upon any , to Base Rate Loans; provided that if the circumstances giving rise to such conversionnotice shall cease or otherwise become inapplicable to such Required Lenders, the Borrower then such Required Lenders shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant promptly give notice of such change in circumstances to Section 5.02. Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined Borrower. Until such notice has been withdrawn by the Administrative Agent without reference Agent, no further SOFR Loans hereunder shall be made or continued as such, nor shall the Borrower have the right to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determinationconvert Loans hereunder to SOFR Loans.

Benchmark Replacement Setting. (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.032.10, if prior to the commencement first day of any Interest Period for a SOFR BorrowingPeriod: (i) the Administrative Agent determines that Adjusted Term SOFR canshall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not be determined pursuant to exist for ascertaining the definition thereof; Eurodollar Rate for such Interest Period, or (ii) the Majority Administrative Agent shall have received notice from the Required Lenders determine that the Eurodollar Rate determined or to be determined for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested such Interest Period with respect to a proposed SOFR Loan does in good faith by such Required Lenders will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of funding making or maintaining their affected Loans during such LoanInterest Period, and the Majority Lenders have provided notice of such determination to the Administrative Agent; the Administrative Agent will promptly so notify shall give telecopy or telephonic notice thereof to the Borrower and each Lenderthe relevant Lenders as soon as practicable thereafter. Upon If such notice thereof by is given (x) any Eurodollar Loans hereunder requested to be made on the Administrative Agent to the Borrower, any obligation first day of the Lenders to make SOFR such Interest Period shall be made as Base Rate Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) 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 ABR Loans in the amount specified therein and (iiy) any outstanding affected SOFR Loans will be deemed hereunder that were to have been converted into ABR on the first day of such Interest Period to Eurodollar Loans at shall be continued as Base Rate Loans and (z) any outstanding Eurodollar Loans hereunder shall be converted, on the end last day of the applicable then-current Interest Period. Upon any , to Base Rate Loans; provided that if the circumstances giving rise to such conversionnotice shall cease or otherwise become inapplicable to such Required Lenders, the Borrower then such Required Lenders shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant promptly give notice of such change in circumstances to Section 5.02. Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined Borrower. Until such notice has been withdrawn by the Administrative Agent without reference Agent, no further Eurodollar Loans hereunder shall be made or continued as such, nor shall the Borrower have the right to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determinationconvert Loans hereunder to Eurodollar Loans.

Benchmark Replacement Setting. (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.032.14, if (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term SOFR Borrowing: Loan, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR or the Term SOFR (i(including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period, or (ii) the Administrative Agent determines that Adjusted or the Required Lenders determine, prior to the commencement of any Interest Period for a Term SOFR cannot be determined pursuant to Loan, that the definition thereof; or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested such Interest Period with respect to a proposed SOFR Loan does will not adequately and fairly reflect the cost to such Lenders (or Lender) of funding making or maintaining their Loans (or its Loan) included in such LoanBorrowing for such Interest Period, and the Majority Lenders have provided notice of such determination to the Administrative Agent; the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, (x) the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue or maintain Term SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Adjusted Term SOFR component of the Base Rate, the utilization of the Adjusted Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (with respect to or, in the case of a determination by the Required Lenders described in clause (ii) of Section 2.14(a), at until the Administrative Agent upon instruction of the Majority Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, in each case, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Furthermore, if any Term SOFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.14(a) with respect to the Adjusted Term SOFR, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the Adjusted Term SOFR and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.07 or a new Borrowing Request in accordance with the terms of Section 2.03, (1) any Term SOFR Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan on such day. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and Borrower may amend this agreement to replace the then-current Benchmark with a Benchmark Replacement. Such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after such amendment with respect to such Benchmark Replacement is provided to the Lenders and the Borrower so long as Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.14 will occur prior to the applicable Benchmark Transition Start Date. (c) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date and, if applicable, Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.14. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, Borrower may revoke any request for a Borrowing of, conversion to or continuation of a Borrowing of Term SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, 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 (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans a Borrowing accruing interest at the end of Base Rate plus the applicable Interest PeriodApplicable Rate. Upon During any such conversionBenchmark Unavailability Period or at any time that a tenor for the then- current Benchmark is not an Available Tenor, the Borrower shall also pay accrued interest on component of Base Rate based upon the amount so convertedthen-current Benchmark or such tenor for such Benchmark, together with any additional amounts required pursuant to Section 5.02. Subject to clauses (b)as applicable, (c), (d), (e) and (f) of this Section 3.03, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR canwill not be determined pursuant to the definition thereof on used in any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) determination of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Benchmark Replacement Setting. (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03, if prior Notwithstanding anything to the commencement of contrary in this Agreement or any Interest Period for a SOFR Borrowing: (i) the Administrative Agent determines that Adjusted Term SOFR cannot be determined pursuant to the definition thereof; or (ii) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent; 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 Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) 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 ABR Loans in the amount specified therein and (ii) 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 Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02. Subject to clauses (b), (c), (d), (e) and (f) of this Section 3.03other Credit Documents, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that Adjusted the Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining one-month, three-month and six-month interest periods of Term SOFR, including because the Term SOFR canScreen Rate is not available or published on a current basis and such circumstances are unlikely to be determined pursuant temporary; or (b) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one-month, three-month and six-month interest periods of Term SOFR or the definition thereof on any given dayTerm SOFR Screen Rate shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of dollar-denominated syndicated loans, or shall or will otherwise cease; provided, that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on ABR Loans which one-month, three-month and six-month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Credit Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent Agent, in each case, without reference any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly basis. Notwithstanding anything to clause the contrary herein, (ci) of the definition of “Alternate Base Rate” until if the Administrative Agent revokes determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 4.09(a) or (b) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 4.09 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar dollar-denominated credit facilities syndicated and agented in the United States for such determinationalternative benchmark and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar dollar- denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 P.M. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided, that, to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Credit Documents.

Benchmark Replacement Setting. (ai) Subject Notwithstanding anything to clauses (b), (c), (d), (e) and (f) of the contrary in this Section 3.03Agreement or any other Credit Documents, if prior to the commencement of at any Interest Period for a SOFR Borrowing: time (i) the Administrative Agent (at the direction of the Required Lenders), in consultation with the Borrower, determines in good faith (which determination shall be conclusive absent manifest error) or (ii) the Borrower or Required Lenders notify the Administrative Agent in writing (with, in the case of the Required Lenders, a copy to Borrower) that Adjusted Term SOFR canthe Borrower or Required Lenders (as applicable) have determined that a LIBOR Discontinuance Event has occurred, then, at or promptly after the LIBOR Discontinuance Event Time, the Administrative Agent and Borrower shall endeavor to establish an alternate benchmark rate to replace LIBOR under this Agreement, together with any spread or adjustment to be applied to such alternate benchmark rate to account for the effects of transition from LIBOR to such alternate benchmark rate, giving due consideration to the then prevailing market convention for determining a rate of interest (including the application of a spread and the making of other appropriate adjustments to such alternate benchmark rate and this Agreement to account for the effects of transition from LIBOR to such replacement benchmark, including any changes necessary to reflect the available interest periods and timing for determining such alternate benchmark rate) for syndicated leveraged loans of this type in the United States at such time and any recommendations (if any) therefor by a Relevant Governmental Sponsor, provided that any such alternate benchmark rate and adjustments shall be required to be commercially practicable for the Administrative Agent to administer (as determined by the Administrative Agent in its sole discretion) (any such rate, the “Successor LIBOR Rate”).herein or in any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. After such determination that a LIBOR Discontinuance Event has occurred, promptly following the LIBOR Discontinuance Event Time, the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such Successor LIBOR Rate and such other related changes to this Agreement as may be necessary or appropriate, as the Administrative Agent (at the direction of the Required Lenders), in consultation with the Borrower, may determine in good faith (which determination shall be conclusive absent manifest error), to implement and give effect to the Successor LIBOR Rate under this Agreement on the LIBOR Replacement Date and, notwithstanding anything to the contrary in Section 13.1, such amendment shall become effective for each Class of Loans and Lenders without any further action or consent of any other party to this Agreement on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment; provided, that if a Successor LIBOR Rate has not been established pursuant to the foregoing, at the option of the Borrower, the Borrower and the Required Lenders may select a different Successor LIBOR Rate that is commercially practicable for the Administrative Agent to administer (as determined by the Administrative Agent in its sole discretion) and, upon not less than 15 Business Days’ prior written notice to the Administrative Agent, the Administrative Agent, such Required Lenders and the Borrower shall enter into an amendment to this Agreement to reflect such Successor LIBOR Rate and such other related changes to this Agreement as may be applicable and, notwithstanding anything to the contrary in Section 13.1, such amendment shall become effective without any further action or consent of any other party to this Agreement; provided, further, that if no Successor LIBOR Rate has been determined pursuant to the foregoing and a Scheduled Unavailability Date (as defined in the definition thereof; or (iiof “LIBOR Discontinuance Event”) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loanhas occurred, and the Majority Lenders have provided notice of such determination to the Administrative Agent; the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent Lender and thereafter, until such Successor LIBOR Rate has been determined pursuant to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such noticethis paragraph, (i) the Borrower may revoke any pending request for a borrowing ofBorrowing, the conversion to of any Borrowing to, or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) orany Borrowing as, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR LIBOR Loans in the amount specified therein shall be ineffective and (ii) any all outstanding affected SOFR Loans will Borrowings shall be deemed converted to have an ABR Loan Borrowing until a Successor LIBOR Rate has 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 chosen pursuant to Section 5.02this paragraph. Subject to clauses (b)Notwithstanding anything else herein, (c), (d), (e) and (f) any definition of Successor LIBOR Rate shall provide that in no event shall such Successor LIBOR Rate be less than 1.00% per annum for purposes of this Section 3.03, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted 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 determinationAgreement.