Common use of Temporary Inability to Determine Rates Clause in Contracts

Temporary Inability to Determine Rates. If (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions 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 Daily Simple SOFR or 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, in each case of (i) and (ii), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (A) any obligation of the Lenders to make or continue the applicable SOFR Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (B) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable 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 (2) 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. 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.

Temporary Inability to Determine Rates. If (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority Required Lenders determine that for any reason in connection with any request for a Term SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR or Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (Ai) any obligation of the Lenders to make or continue the applicable Term SOFR Loans or to convert ABR Base Rate Loans to Term SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (Bii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable Term SOFR Loans (to the extent of the affected Term 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 Base Rate Loans in the amount specified therein and (2ii) any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.02. 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 Base Rate Loans shall be determined by the Administrative Agent without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Temporary Inability to Determine Rates. If (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority 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 Daily Simple SOFR or 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 Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (iA) and (iiB), the Administrative Agent will promptly (but in any event, on or prior to the first day of any Interest Period, the Administrative Agent will promptly Period for any Term SOFR Loan) so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (Ai) any obligation of the Lenders to make or continue the applicable SOFR Loans or to convert ABR Base Rate Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (Bii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (ciii) of the definition of “Alternate Floor Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable 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 an Advance of or conversion to ABR Base Rate Loans in the amount specified therein and (2ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.4. 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 Base Rate Loans shall be determined by the Administrative Agent without reference to clause (ciii) of the definition of “Alternate Floor Base Rate” until the Administrative Agent revokes such determination.

Temporary Inability to Determine Rates. If (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or the Adjusted Term SOFR Rate cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan Advance or a conversion thereto or a continuation thereof or the maintenance thereof that Adjusted Daily Simple SOFR or the Adjusted Term SOFR Rate for any requested Interest Period with respect to a proposed SOFR Loan Advance does not adequately and fairly reflect the cost to such Lenders of funding such LoanAdvance, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (A) any obligation of the Lenders to make make, maintain or continue the applicable SOFR Loans or to convert ABR Loans to SOFR Loans Advances shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (B) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable SOFR Loans Advances (to the extent of the affected SOFR Loans Advances or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Loans Advances bearing interest at the Base Rate plus the Applicable Margin in the amount specified therein and (2ii) any outstanding affected SOFR Loans Advances will be deemed to have been converted into ABR Loans Advances bearing interest at the Base Rate plus the Applicable Margin 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. If 2.12(b) on 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 determinationnext Payment Date.

Temporary Inability to Determine Rates. If Subject to §4.16, in the event that, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest errorA) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant prior to the definitions commencement of any Interest Period for a Term Benchmark Loan, that adequate and reasonable means do not exist for ascertaining the applicable Term Benchmark or component thereof (including because the relevant screen rate is not available or published on a current basis) for the applicable Agreed Currency and such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted RFR or component thereof for the applicable Agreed Currency, or (ii) the Majority Lenders determine Agent reasonably determines that for (A) prior to the commencement of any reason in connection with any request Interest Period for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR or Adjusted Term SOFR Benchmark Loan, the applicable Term Benchmark for any requested the applicable Agreed Currency and such Interest Period with respect to a proposed SOFR Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining such LoanLoans included in such borrowing for the applicable Agreed Currency and such Interest Period or (B) at any time, the applicable Adjusted RFR for the applicable Agreed Currency will not adequately and fairly reflect the Majority cost to such Lenders have provided of making or maintaining such Loans included in such borrowing for the applicable Agreed Currency, then the Agent shall forthwith give notice of such determination to the Administrative Agent, in each case of (i) which shall be conclusive and (ii), binding on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent Lenders absent manifest error) to the BorrowerBorrower and the Lenders. In such event, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and the Borrower delivers a new Conversion/Continuation Request in accordance with §4.1 or a new Loan Request in accordance with §2.7, (Aa) any obligation of the Lenders to make or continue the applicable SOFR for Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (B) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such noticedenominated in Dollars, (1) any Conversion/Continuation Request that requests the Borrower may revoke conversion of any pending request for a borrowing ofLoan to, conversion to or continuation of any applicable SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) orLoan as, failing that, the Borrower will a Term Benchmark Loan and any Loan Request that requests a Term Benchmark Loan shall instead be deemed to have converted any such request into be a request Conversion/Continuation Request or a Loan Request, as applicable, for (X) a Borrowing RFR Loan denominated in Dollars so long as the Adjusted RFR for Dollar Loans is not also the subject of §4.5(i) or conversion to ABR (ii) above or (Y) a Base Rate Loan if the Adjusted RFR for Dollar Loans in also is the amount specified therein subject of §4.5(i) or (ii) above and (2) any outstanding affected SOFR Loans will Loan Request that requests a RFR Loan shall instead be deemed to have been be a Loan Request, as applicable, for a Base Rate Loan, and (B) for Loans denominated in an Alternative Currency, (1) any Term Benchmark 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) automatically be converted into ABR Loans to an Alternate Rate Loan and bear interest at the end Alternate Rate, (2) any RFR Loan shall as of the applicable Interest Period. Upon date of such determination automatically be converted to an Alternate Rate Loan and bear interest at the Alternate Rate, and (3) any such conversionLoan Request that requests a new Term Benchmark Loan or a RFR Loan, in each case, for the relevant Benchmark, shall be ineffective; provided, that, for the avoidance of doubt, if the circumstances giving rise to the notice referenced above affect only (X) the Benchmark with respect to borrowings denominated in a single Currency, the Borrower provisions of this §4.5 shall also pay accrued interest on the amount so convertedapply only to Benchmark borrowings denominated in such Currency, together with any additional amounts required pursuant to Section 5.02. If the Administrative Agent determines (which determination and borrowings of Benchmark Loans denominated in other Currencies shall be conclusive and binding absent manifest errorpermitted, or (Y) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given dayone Type of borrowings, the interest rate on ABR Loans then all other Types of borrowings 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 determinationpermitted.

Temporary Inability to Determine Rates. If (iUnless and until a Benchmark Replacement is implemented in accordance with Section 3.3(c) below, if the Administrative Agent determines (which determination shall be conclusive reasonably and binding absent manifest error) that Adjusted Daily Simple SOFR in good faith determines, or Adjusted Term SOFR cannot be determined pursuant to the definitions thereof or (ii) Administrative Agent is advised by the Majority Lenders determine Required Lenders, that for any reason in connection with any request for a SOFR Loan or a conversion thereto to or a continuation thereof or otherwise that (i) Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definition thereof, or (ii) that Adjusted Daily Simple SOFR or Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan (or a conversion to or continuation thereof) does not adequately and fairly reflect the cost to such Required Lenders of funding such Loan, and the Majority Lenders and, in any such event, Administrative Agent shall have provided notice of also made such determination with respect to the Administrative Agent, similarly situated loans in each case of (i) and (ii), on which it is serving as administrative agent or prior to the first day of any Interest Periodotherwise consistent with market practice generally, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, the Administrative Agent to the Borrower, (A) any obligation of the Lenders to make or continue maintain the applicable SOFR Loans or to convert ABR Floating Rate Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (Bsuch revocation not to be unreasonably withheld or delayed) and, if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such noticenotice (such revocation not to be unreasonably withheld or delayed). Upon receipt of such notice, (1X) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable 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 the borrowing of or conversion to ABR Loans that are Floating Rate Loans in the amount specified therein and (2Y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Floating Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.4. 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 Floating Rate Loans shall be determined by the Administrative Agent without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determinationdetermination (such revocation not to be unreasonably withheld or delayed).

Temporary Inability to Determine Rates. If (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority Required Lenders determine that for any reason in connection with any request for conversion of a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR or 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 Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (Ai) any obligation of the Lenders to make or continue the applicable SOFR Loans or to convert ABR Base Rate Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice (and the Administrative Agent agrees to promptly revoke such notice upon cessation of the conditions referred to in (A) or (B) above and (Bii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable 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 Base Rate Loans in the amount specified therein and (2ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.3.15. 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 Base Rate Loans shall be determined by the Administrative Agent without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Temporary Inability to Determine Rates. If Unless and until a Benchmark Replacement is implemented in accordance with Section 3.3(c) below, if the Administrative Agent reasonably and in good faith determines, or the Administrative Agent is advised by the Required Lenders, that for any reason in connection with any request for a LIBOR RateSOFR Loan or a conversion to or continuation thereof or otherwise that (i) dollar deposits are not being offered to banks in the Administrative Agent determines London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loan, (which determination shall be conclusive ii) adequate and binding absent manifest error) that Adjusted reasonable means do not exist for determining LIBOR Base RateAdjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions thereof 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 Daily Simple SOFR or Adjusted Term SOFR for any requested LIBOR Interest Period with respect to a proposed SOFR LIBOR Rate Loan, or (iii) LIBOR Base Rate for any requested LIBOR Interest Period with respect to a proposed LIBOR Rate LoanSOFR Loan (or a conversion to or continuation thereof) does not adequately and fairly reflect the cost to such thesuch Required Lenders of funding such Loan, and the Majority Lenders and, in any such event, Administrative Agent shall have provided notice of also made such determination with respect to the Administrative Agent, similarly situated loans in each case of (i) and (ii), on which it is serving as administrative agent or prior to the first day of any Interest Periodotherwise consistent with market practice generally, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, the Administrative Agent to the Borrower, (A) any obligation of the Lenders to make or continue the maintain LIBOR Ratethe applicable SOFR Loans or andor to convert ABR Floating Rate Loans as to which the interest rate is determined by reference to LIBOR Market Index Rateto SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice and notice, (Bsuch revocation not to be unreasonably withheld or delayed) and, if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such noticenotice (such revocation not to be unreasonably withheld or delayed). Upon receipt of such notice, (1X) the Borrower may revoke any pending request for a thea borrowing of, conversion to or continuation of any LIBOR Rateany applicable 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 the borrowing of or conversion to ABR Loans that are Floating Rate Loans (with the Floating Rate determined other than by reference to LIBOR Market Index Rate) in the amount specified therein therein. and (2Y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Floating Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.4. 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 Floating Rate Loans shall be determined by the Administrative Agent without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determinationdetermination (such revocation not to be unreasonably withheld or delayed).

Temporary Inability to Determine Rates. If (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority Required Lenders determine that for any reason in connection with any request for a Term SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR or Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (Ai) any obligation of the Lenders to make or continue the applicable Term SOFR Loans or to convert ABR Base Rate Loans to Term SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (Bii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable Term SOFR Loans (to the extent of the affected Term 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 Base Rate Loans in the amount specified therein and (2ii) any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.023.02. 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 Base Rate Loans shall be determined by the Administrative Agent without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Temporary Inability to Determine Rates. If (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted the Term SOFR Rate cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan Advance or a conversion thereto or a continuation thereof or the maintenance thereof that Adjusted Daily Simple SOFR or Adjusted the Term SOFR Rate for any requested Interest Period with respect to a proposed SOFR Loan Advance does not adequately and fairly reflect the cost to such Lenders of funding such LoanAdvance, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (A) any obligation of the Lenders to make make, maintain or continue the applicable SOFR Loans or to convert ABR Loans to SOFR Loans Advances shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (B) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable SOFR Loans Advances (to the extent of the affected SOFR Loans Advances or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Loans Advances bearing interest at the Base Rate plus the Applicable Margin in the amount specified therein and (2ii) any outstanding affected SOFR Loans Advances will be deemed to have been converted into ABR Loans Advances bearing interest at the Base Rate plus the Applicable Margin 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. If 2.12(b) on 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 determinationnext Payment Date.

Temporary Inability to Determine Rates. If (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority 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 Daily Simple SOFR or 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 Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (Ai) any obligation of the Lenders to make or continue the applicable SOFR Loans or to convert ABR Floating Rate Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (Bii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable 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 Floating Rate Loans in the amount specified therein and (2ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Floating Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02. 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 determination3.

Temporary Inability to Determine Rates. If Subject to Section 4.16, in the event that, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest errorA) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant prior to the definitions commencement of any Interest Period for a Term Benchmark Loan, that adequate and reasonable means do not exist for ascertaining the applicable Term Benchmark or component thereof (including because the relevant screen rate is not available or published on a current basis) for the applicable Agreed Currency and such NAI-5000431466v13 Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted RFR or component thereof for the applicable Agreed Currency, or (ii) the Majority Lenders determine Agent reasonably determines that for (A) prior to the commencement of any reason in connection with any request Interest Period for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR or Adjusted Term SOFR Benchmark Loan, the applicable Term Benchmark for any requested the applicable Agreed Currency and such Interest Period with respect to a proposed SOFR Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining such LoanLoans included in such borrowing for the applicable Agreed Currency and such Interest Period or (B) at any time, the applicable Adjusted RFR for the applicable Agreed Currency will not adequately and fairly reflect the Majority cost to such Lenders have provided of making or maintaining such Loans included in such borrowing for the applicable Agreed Currency, then the Agent shall forthwith give notice of such determination to the Administrative Agent, in each case of (i) which shall be conclusive and (ii), binding on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent Lenders absent manifest error) to the BorrowerBorrower and the Lenders. In such event, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and the Borrower delivers a new Conversion/Continuation Request in accordance with Section 4.1 or a new Loan Request in accordance with Section 2.7, (Aa) any obligation of the Lenders to make or continue the applicable SOFR for Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (B) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such noticedenominated in Dollars, (1) any Conversion/Continuation Request that requests the Borrower may revoke conversion of any pending request for a borrowing ofLoan to, conversion to or continuation of any applicable SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) orLoan as, failing that, the Borrower will a Term Benchmark Loan and any Loan Request that requests a Term Benchmark Loan shall instead be deemed to have converted any such request into be a request Conversion/Continuation Request or a Loan Request, as applicable, for (X) a Borrowing RFR Loan denominated in Dollars so long as the Adjusted RFR for Dollar Loans is not also the subject of Section 4.5(i) or conversion to ABR Section 4.5(ii) above or (Y) a Base Rate Loan if the Adjusted RFR for Dollar Loans in also is the amount specified therein subject of Section 4.5(i) or Section 4.5(ii) above and (2) any outstanding affected SOFR Loans will Loan Request that requests a RFR Loan shall instead be deemed to have been be a Loan Request, as applicable, for a Base Rate Loan, and (b) for Loans denominated in an Alternative Currency, (1) such Loans, at the Borrower’s election, shall either (x) be converted into ABR Base Rate Loans at denominated in Dollars (in an amount equal to the end Dollar Equivalent of such Alternative Currency) immediately or, in the case of a Term Benchmark Loan, 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), or (y) be prepaid in full immediately or, in the case of a Term Benchmark Loan, on the last day of the Interest Period. Upon Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), and (2) any such conversionLoan Request that requests a new Term Benchmark Loan or a RFR Loan, in each case, for the relevant Benchmark, shall be ineffective; provided, that, for the avoidance of doubt, if the circumstances giving rise to the notice referenced above affect only (X) the Benchmark with respect to borrowings denominated in a single Currency, the Borrower provisions of this Section 4.5 shall also pay accrued interest on the amount so convertedapply only to Benchmark borrowings denominated in such Currency, together with any additional amounts required pursuant to Section 5.02. If the Administrative Agent determines (which determination and borrowings of Benchmark Loans denominated in other Currencies shall be conclusive and binding absent manifest errorpermitted, or (Y) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given dayone Type of borrowings, the interest rate on ABR Loans then all other Types of borrowings 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 determinationpermitted.

Temporary Inability to Determine Rates. If (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily AdjustedDaily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority 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 Daily AdjustedDaily Simple SOFR or 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 Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (Ai) any obligation of the Lenders to make or continue the applicable SOFR Loans or to convert ABR Floating Rate Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (Bii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (ciiic) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable 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 (2) 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. 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.

Temporary Inability to Determine Rates. If (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR that, for any Fixed Rate Loan, the Fixed Rate for such Interest Period for the applicable currency cannot be determined pursuant to the definitions thereof definition thereof, or, for any RFR Loan, the Adjusted Daily Simple RFR, Daily Simple RFR or RFR for the applicable currency cannot be determined pursuant to the definition thereof, or (iiB) the Majority Lenders Required Banks determine that for any reason in connection with any request for a SOFR Fixed Rate Loan or RFR Loan (or, as applicable, a conversion thereto or a continuation thereof thereof) that Adjusted Daily Simple SOFR or Adjusted Term SOFR the Fixed Rate for any requested Interest Period for the applicable currency with respect to a proposed SOFR Loan Fixed Rate Loan, or the Adjusted Daily Simple RFR, Daily Simple RFR or RFR for the applicable currency with respect to a proposed RFR Loan, as applicable, does not adequately and fairly reflect the cost to such Lenders Banks of funding such Loan, and the Majority Lenders Required Banks have provided notice of such determination to the Administrative Agent, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower Borrowers and each LenderBank. Upon notice thereof by the Administrative Agent to the BorrowerBorrowers, (Ai) any obligation of the Lenders Banks to make or continue the applicable SOFR Fixed Rate Loans or RFR Loans, or to convert ABR Base Rate Loans to SOFR Loans Fixed Rate Loans, as applicable, shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (Bii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1x) any notice of a new Fixed Rate Loan or RFR Loan, as the case may be, (or conversion of an existing Base Rate Loan to a EurodollarFixed Rate Loan) previously given by any Borrower and not yet borrowed (or converted, as the case may be) shall be deemed a notice to make a Base Rate Loan denominated in Dollars, and (b) the appropriate Borrower may revoke shall be obligated either to prepay, or with respect to a EurodollarFixed Rate Loan denominated in Dollars, to convert to a Base Rate Loan, any pending request for a borrowing of, conversion to outstanding Fixed Rate Loan or continuation RFR Loan (in the case of any applicable SOFR Loans (to Fixed Rate Loan, on the extent last day of the affected SOFR Loans or affected then current 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 (2) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest PeriodPeriod with respect thereto.). Upon any such prepayment or conversion, the Borrower Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 5.022.05 and Section 3.04. 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 Base Rate 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.

Temporary Inability to Determine Rates. If (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or the Adjusted Term SOFR Rate cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan Advance or a conversion thereto or a continuation thereof or the maintenance thereof that Adjusted Daily Simple SOFR or the Adjusted Term SOFR Rate for any requested Interest Period with respect to a proposed SOFR Loan Advance does not adequately and fairly reflect the cost to such Lenders of funding such LoanAdvance, and the Majority Required Lenders have provided notice of such determination Benchmark Replacement is provided to the Lenders and the Borrower (together, if applicable, with an amendment to this Agreement implementing such Benchmark Replacement and any applicable Benchmark Replacement Conforming Changes) or (ii) such other date as may be determined bydetermination to the Administrative Agent, in each case case, without any further action or consent of any other party to this Agreement or any other Transaction Document, so long as of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will has not received, by such time (or, in the case of clause (ii) above, such time as may be specifiedwill promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent as a deadline to receive objections, but in any case, no less than five (5) Business Days after the date such notice is provided to the Lenders and the Borrower), (A) any written notice of objection to such Benchmark Replacement from Lenders comprisingany obligation of the Lenders Required Lenders; provided, however, that in the event that the then-current Benchmark is not a SOFR-based rate, then the Benchmark Replacement shall be determined in accordance with clause (1) of the definition of “Benchmark Replacement” unless to make make, maintain or continue the applicable SOFR Loans or to convert ABR Loans to SOFR Loans Advances shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes has determined that neither of such notice and (B) if such determination affects alternative rates is available. At any time that the calculation administrator of the Alternate Base Rate, then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the Administrative Agent shall during regulatory supervisor for the period administrator of such suspension compute the Alternate Base Rate without reference Benchmark pursuant to clause (c) public statement or publication of information to be no longer representative of the definition of “Alternate Base Rate” until the Administrative Agent underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored,revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable SOFR Loans Advances (to be made that would bear interest by reference to such Benchmark until the extent Borrower’s receiptextent of notice from the affected Administrative Agent that a Benchmark Replacement has replaced such Benchmark, andaffected SOFR Loans Advances or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Loans Advances bearing interest at the Base Rate plus the Applicable Margin, in the amount specified therein and (2all(ii) any outstanding affected SOFR Loans Advances will be deemed automatically and immediatelydeemed to have been converted into ABR Loans Advances bearing interest at the end Base Rate plus the Applicable Margin. During at the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark (if any) will not be used in any determination of the Baseend 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. If 2.12(b) on 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 determinationnext Payment Date.

Temporary Inability to Determine Rates. If (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions thereof or (ii) the Majority Required Lenders determine that for any reason in connection with any request for an ▇▇▇▇▇ Loan, a SOFR Loan or a conversion thereto to or a continuation thereof that Adjusted Daily Simple (a) Dollar or Canadian Dollar deposits are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such ▇▇▇▇▇ Loan or SOFR Loan, (b) adequate and reasonable means do not exist for determining Term ▇▇▇▇▇ or Adjusted Term SOFR for any requested Interest Period with respect to a proposed ▇▇▇▇▇ Loan, a proposed SOFR Loan or in connection with an existing or proposed Base Rate Loan or Canadian Prime Rate Loan, or (c) Adjusted Term ▇▇▇▇▇ for any requested Interest Period with respect to a proposed ▇▇▇▇▇ Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or (d) Term SOFR for 107 [Matrix] Credit Agreement #85638137 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, in each case of (i) and (ii), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower Agent and each Lender. Upon notice thereof by the Administrative Agent to the BorrowerThereafter, (Ax) any the obligation of the Lenders to make or continue maintain the applicable affected ▇▇▇▇▇ Loans or SOFR Loans or to convert ABR Loans to SOFR Loans (as applicable) shall be suspended suspended, and (y) in the event of a determination described in the preceding sentence with respect to the extent Term ▇▇▇▇▇ component or the Term SOFR component (as applicable) of the underlying affected Interest Periodsrate, the utilization of such Term ▇▇▇▇▇ component or Term SOFR component (as applicable) in determining such rate shall be suspended, in each case until the Administrative Agent revokes such notice and (B) if such determination affects upon the calculation instruction of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (cRequired Lenders) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1) the Borrower Agent may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of any applicable the affected ▇▇▇▇▇ Loans or SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periodsas applicable) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of Base Rate Loans or conversion to ABR Canadian Prime Rate Loans (as applicable) in the amount specified therein and (2) 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. 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 determinationtherein.

Temporary Inability to Determine Rates. If If (iA) the Administrative Agent determines in good faith (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions definition thereof or (iiB) 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 Daily Simple SOFR or 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, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (Ai) any obligation of the Lenders to make or continue the applicable SOFR Loans or to convert ABR Base Rate Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (Bii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable 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 Base Rate Loans in the amount specified therein and (2ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.15. 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 Base Rate Loans shall be determined by the Administrative Agent without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Temporary Inability to Determine Rates. If (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions thereof or (ii) the Majority Required Lenders determine that for any reason in connection with any request for a an Eurocurrency Ratea SOFR Loan or a conversion thereto to or a continuation thereof that Adjusted Daily Simple SOFR (a) Dollar or Adjusted Term Canadian Dollar deposits are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency RateSOFR Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency RateTerm SOFR for any requested Interest Period with respect to a proposed Eurocurrency RateSOFR Loan or in connection with an existing or proposed Base Rate Loan or Canadian Prime Rate Loan, or (c) the Eurocurrency RateTerm SOFR for any requested Interest Period with respect to a proposed Eurocurrency RateSOFR 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, in each case of (i) and (ii), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower Agent and each Lender. Upon notice thereof by the Administrative Agent to the BorrowerThereafter, (Ax) any the obligation of the Lenders to make or continue maintain the applicable SOFR Loans or to convert ABR Loans to SOFR affected Eurocurrency RateSOFR Loans shall be suspended suspended, and (y) in the event of a determination described in the preceding sentence with respect to the extent applicable Eurocurrency RateTerm SOFR component of the underlying affected Interest Periods) rate, the utilization of such Eurocurrency RateTerm SOFR component in determining such rate shall be suspended, in each case until the Administrative Agent revokes such notice and (B) if such determination affects upon the calculation instruction of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (cRequired Lenders) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1) the Borrower Agent may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of any applicable SOFR Loans (to the extent of the affected SOFR Eurocurrency RateSOFR 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 Base Rate Loans or conversion to ABR Canadian Prime Rate Loans (as applicable) in the amount specified therein and (2) 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. 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 determinationtherein.

Temporary Inability to Determine Rates. If If (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority 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 Daily Simple SOFR or 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 Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (Ai) any obligation of the Lenders to make or continue the applicable SOFR Loans or to convert ABR Floating Rate Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (Bii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable 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 Floating Rate Loans in the amount specified therein and (2ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Floating Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02. 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 determination3.

Temporary Inability to Determine Rates. If Subject to Section 2.22, (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority RequiredMajority 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 Daily Simple SOFR or 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 RequiredMajority Lenders have provided notice of such determination to the Administrative Agent, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (Ai) any obligation of the Lenders to make or continue the applicable SOFR Loans or to convert ABR Base Rate Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent (with respect to clause (B), at the instruction of the RequiredMajority Lenders) revokes such notice and (Bii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent (with respect to clause (B), at the instruction of the RequiredMajority Lenders) revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable 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 Base Rate Loans in the amount specified therein and (2ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02. 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 determination2.15.

Temporary Inability to Determine Rates. If In the event that, (i) the Administrative Agent determines (which determination shall be conclusive A) prior to the commencement of any Interest Period for a Term SOFR Loan, that adequate and binding absent manifest errorreasonable means do not exist for ascertaining the Adjusted Term SOFR or any component thereof (including because the relevant screen rate is not available or published on a current basis) for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions thereof any component thereof, or (ii) the Majority Lenders determine Administrative Agent reasonably determines that for (A) prior to the commencement of any reason in connection with any request Interest Period for a Term SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR or Loan, the 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 of funding making or maintaining such LoanLoans included in such borrowing for such Interest Period or (B) at any time, the Adjusted Daily Simple SOFR will not adequately and fairly reflect the Majority cost to such Lenders have provided of making or maintaining such Loans included in such borrowing, then the Administrative Agent shall forthwith give notice of such determination to the Administrative Agent, in each case of (i) which shall be conclusive and (ii), binding on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent Lenders absent manifest error) to the BorrowerBorrower and the Lenders. In such event, (A) any obligation of the Lenders to make or continue the applicable SOFR Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (B) if such determination affects the calculation Borrower delivers a new Notice of the Alternate Base RateConversion or Notice of Continuation in accordance with Section 2.10 or 2.11, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such noticeas applicable, (1a) any Notice of Conversion or Notice of Continuation that requests the Borrower may revoke conversion of any pending request for a borrowing ofLoan to, conversion to or continuation of any applicable Loan as, a Term SOFR Loans (to the extent Loan and any Notice of the affected Borrowing that requests a Term SOFR Loans or affected Interest Periods) or, failing that, the Borrower will Loan shall instead be deemed to have converted any such request into be a request Notice of Conversion, Notice of Continuation or Notice of Borrowing, as applicable, for (x) a Borrowing Daily Simple SOFR Loan so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.14(i) or conversion to ABR Loans in (ii) above or (i) a Base Rate Loan if the amount specified therein Adjusted Daily Simple SOFR also is the subject of Section 2.14(i) or (ii) above and (2) any outstanding affected Notice of Borrowing that requests a Daily Simple SOFR Loans will Loan shall instead be deemed to have been converted into ABR Loans at be a Notice of Borrowing for a Base Rate Loan; provided, that, for the end avoidance of doubt, if the applicable Interest Period. Upon any such conversioncircumstances giving rise to the notice referenced above affect only one Type of borrowings, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02. If the Administrative Agent determines (which determination then all other Types of borrowings 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 determinationpermitted.

Temporary Inability to Determine Rates. If In the event that, (i) the Administrative Agent determines (which determination shall be conclusive A) prior to the commencement of any Interest Period for a Term SOFR Loan, that adequate and binding absent manifest errorreasonable means do not exist for ascertaining the Adjusted Term SOFR or any component thereof (including because the relevant screen rate is not available or published on a current basis) for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions thereof any component thereof, or (ii) the Majority Lenders determine Administrative Agent reasonably determines that for (A) prior to the commencement of any reason in connection with any request Interest Period for a Term SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR or Loan, the 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 of funding making or maintaining such LoanLoans included in such borrowing for such Interest Period or (B) at any time, the Adjusted Daily Simple SOFR will not adequately and fairly reflect the Majority cost to such Lenders have provided of making or maintaining such Loans included in such borrowing, then the Administrative Agent shall forthwith give notice of such determination to the Administrative Agent, in each case of (i) and (ii), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (A) any obligation of the Lenders to make or continue the applicable SOFR Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (B) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable 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 (2) 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. If the Administrative Agent determines (which determination shall be conclusive and binding on the Borrower and the Lenders absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given dayBorrower and the Lenders. In such event, 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 notifies the Borrower and the Lenders that the circumstances giving rise to such determinationnotice no longer exist with respect to the relevant Benchmark and the Borrower delivers a new Notice of Conversion or Notice of Continuation in accordance with Section 2.10 or 2.11, as applicable, (a) any Notice of Conversion or Notice of Continuation that requests the conversion of any Loan to, or continuation of any Loan as, a Term SOFR Loan and any Notice of Borrowing that requests a Term SOFR Loan shall instead be deemed to be a Notice of Conversion, Notice of Continuation or Notice of Borrowing, as applicable, for (x) a Daily Simple SOFR Loan so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.19(i) or (ii) above or (i) a Base Rate Loan if the Adjusted Daily Simple SOFR also is the subject of Section 2.19(i) or (ii) above and (b) any Notice of Borrowing that requests a Daily Simple SOFR Loan shall instead be deemed to be a Notice of Borrowing for a Base Rate Loan; provided, that, for the avoidance of doubt, if the circumstances giving rise to the notice referenced above affect only one Type of borrowings, then all other Types of borrowings shall be permitted.

Temporary Inability to Determine Rates. If If (iA) the Administrative Agent determines in good faith (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or SOFR, Adjusted Term SOFR or the CDOR Rate cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a CDOR Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR or SOFR, Adjusted Term SOFR or the CDOR Rate for any requested Interest Period with respect to a proposed SOFR Loan or CDOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (Ai) any obligation of the Lenders to make or continue the applicable SOFR Loans or CDOR Loans or to convert ABR Base Rate Loans to SOFR Loans or CDOR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (Bii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable SOFR Loans or CDOR Loans (to the extent of the affected SOFR Loans, CDOR 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 Base Rate Loans in the amount specified therein and (2ii) any outstanding affected SOFR Loans and CDOR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.15. 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 Base Rate Loans shall be determined by the Administrative Agent without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Temporary Inability to Determine Rates. If (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions thereof or (ii) the Majority Required Lenders determine that for any reason in connection with any request for an ▇▇▇▇▇ Loan, a SOFR Loan or a conversion thereto to or a continuation thereof that Adjusted Daily Simple (a) Dollar or Canadian Dollar deposits are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such ▇▇▇▇▇ Loan or SOFR Loan, (b) adequate and reasonable means do not exist for determining Term ▇▇▇▇▇ or Adjusted Term SOFR for any requested Interest Period with respect to a proposed ▇▇▇▇▇ Loan, a proposed SOFR Loan or in connection with an existing or proposed Base Rate Loan or Canadian Prime Rate Loan, or (c) Adjusted Term ▇▇▇▇▇ for any requested Interest Period with respect to a proposed ▇▇▇▇▇ Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or (d) Term SOFR for 108 [Matrix] Credit Agreement #85638137 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, in each case of (i) and (ii), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower Agent and each Lender. Upon notice thereof by the Administrative Agent to the BorrowerThereafter, (Ax) any the obligation of the Lenders to make or continue maintain the applicable affected ▇▇▇▇▇ Loans or SOFR Loans or to convert ABR Loans to SOFR Loans (as applicable) shall be suspended suspended, and (y) in the event of a determination described in the preceding sentence with respect to the extent Term ▇▇▇▇▇ component or the Term SOFR component (as applicable) of the underlying affected Interest Periodsrate, the utilization of such Term ▇▇▇▇▇ component or Term SOFR component (as applicable) in determining such rate shall be suspended, in each case until the Administrative Agent revokes such notice and (B) if such determination affects upon the calculation instruction of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (cRequired Lenders) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1) the Borrower Agent may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of any applicable the affected ▇▇▇▇▇ Loans or SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periodsas applicable) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of Base Rate Loans or conversion to ABR Canadian Prime Rate Loans (as applicable) in the amount specified therein and (2) 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. 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 determinationtherein.

Temporary Inability to Determine Rates. If (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions thereof or (ii) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR an Eurocurrency Rate Loan or a conversion thereto to or a continuation thereof that Adjusted Daily Simple SOFR (a) Dollar or Adjusted Term SOFR Canadian Dollar deposits are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed SOFR Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan or Canadian Prime Rate Loan, or (c) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate 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, in each case of (i) and (ii), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower Agent and each Lender. Upon notice thereof by the Administrative Agent to the BorrowerThereafter, (Ax) any the obligation of the Lenders to make or continue maintain the applicable SOFR Loans or to convert ABR Loans to SOFR affected Eurocurrency Rate Loans shall be suspended suspended, and (y) in the event of a determination described in the preceding sentence with respect to the extent applicable Eurocurrency Rate component of the underlying affected Interest Periods) rate, the utilization of such Eurocurrency Rate component in determining such rate shall be suspended, in each case until the Administrative Agent revokes such notice and (B) if such determination affects upon the calculation instruction of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (cRequired Lenders) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1) the Borrower Agent may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of any applicable SOFR Loans (to the extent of the affected SOFR Eurocurrency Rate Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of Base Rate Loans or conversion to ABR Canadian Prime Rate Loans (as applicable) in the amount specified therein and (2) 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. 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 determinationtherein.

Temporary Inability to Determine Rates. If If (iA) the Administrative Agent determines in good faith (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or SOFR, Adjusted Term SOFR or the Adjusted Daily Simple ▇▇▇▇▇ cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority Lenders determine that for any reason in connection with any request for a SOFR Loan or a ▇▇▇▇▇ Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR SOFR, Adjusted Daily Simple ▇▇▇▇▇ or Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan or ▇▇▇▇▇ 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, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (Ai) any obligation of the Lenders to make or continue the applicable SOFR Loans or ▇▇▇▇▇ Loans or to convert ABR Base Rate Loans to SOFR Loans or ▇▇▇▇▇ Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (Bii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable SOFR Loans or ▇▇▇▇▇ Loans (to the extent of the affected SOFR Loans, ▇▇▇▇▇ 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 Base Rate Loans in the amount specified therein and (2ii) any outstanding affected SOFR Loans and ▇▇▇▇▇ Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.15. 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 Base Rate Loans shall be determined by the Administrative Agent without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Temporary Inability to Determine Rates. If (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions definition thereof or (ii) the Majority Lenders Required Banks determine that for any reason in connection with any request for a Term SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR or Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders Banks of funding such Loan, and the Majority Lenders Required Banks have provided notice of such determination to the Administrative Agent, in each case of (i) and (ii), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each LenderBank. Upon notice thereof by the Administrative Agent to the BorrowerB▇▇▇▇▇▇▇, (A) any obligation of the Lenders Banks to make or continue the applicable Term SOFR Loans or to convert ABR Base Rate Loans to Term SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (B) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable Term SOFR Loans (to the extent of the affected Term 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 borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (2ii) any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02. 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 Base Rate 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.

Temporary Inability to Determine Rates. If (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions thereof or (ii) the Majority Required Lenders determine that for any reason in connection with any request for an ▇▇▇▇▇ Loan, a SOFR Loan or a conversion thereto to or a continuation thereof that (a) Dollar or Canadian Dollar deposits are not being offered to banks in the applicable interbank market for the applicable amount and Interest Period of such ▇▇▇▇▇ Loan or SOFR Loan, (b) adequate and reasonable means do not exist for determining Term ▇▇▇▇▇ or Term SOFR for any requested Interest Period with respect to a proposed ▇▇▇▇▇ Loan, a proposed SOFR Loan or in connection with an existing or proposed Base Rate Loan or Canadian Prime Rate Loan, (c) Adjusted Daily Simple SOFR Term ▇▇▇▇▇ for any requested Interest Period with respect to a proposed ▇▇▇▇▇ Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or Adjusted (d) 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, in each case of (i) and (ii), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower Agent and each Lender. Upon notice thereof by the Administrative Agent to the BorrowerThereafter, (Ax) any the obligation of the Lenders to make or continue maintain the applicable affected ▇▇▇▇▇ Loans or SOFR Loans or to convert ABR Loans to SOFR Loans (as applicable) shall be suspended suspended, and (y) in the event of a determination described in the preceding sentence with respect to the extent Term ▇▇▇▇▇ component or the Term SOFR component (as applicable) of the underlying affected Interest Periodsrate, the utilization of such Term ▇▇▇▇▇ component or Term SOFR component (as applicable) in determining such rate shall be suspended, in each case until the Administrative Agent revokes such notice and (B) if such determination affects upon the calculation instruction of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (cRequired Lenders) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1) the Borrower Agent may revoke any pending request for a borrowing Borrowing of, conversion to or continuation of any applicable the affected ▇▇▇▇▇ Loans or SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periodsas applicable) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of Base Rate Loans or conversion to ABR Canadian Prime Rate Loans (as applicable) in the amount specified therein and (2) 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. 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 determinationtherein.

Temporary Inability to Determine Rates. If (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority Lenders determine that for any reason in connection with any request for a SOFR Rate Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR or Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding making and maintaining such Loan, and the Majority Lenders have provided notice of such determination to the Administrative Agent, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (Ai) any obligation of the Lenders to make or continue the applicable SOFR Rate Loans or to convert ABR Base Rate Loans to SOFR Rate Loans shall be suspended (to the extent of the 74 affected SOFR Rate Loans or affected Interest Periods) until the Administrative Agent revokes such notice and (Bii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable SOFR Rate Loans (to the extent of the affected SOFR Rate Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (2ii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02§4.7. 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 Base Rate 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.

Temporary Inability to Determine Rates. If (iA) the Administrative Agent in its reasonable good faith discretion determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority Required Lenders determine that for any reason in connection with any request for a SOFR Rate Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR or Adjusted Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Majority Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (Ai) any obligation of the Lenders to make or continue the applicable SOFR Rate Loans or to convert ABR Base Rate Loans to SOFR Rate Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (Bii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable SOFR Rate Loans (to the extent of the affected SOFR Rate Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (2ii) any outstanding affected SOFR Rate Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02§4.7. 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 Base Rate Loans shall be determined by the Administrative Agent without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Temporary Inability to Determine Rates. If If (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority Required Lenders determine that for any reason in connection with any request for conversion of a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR or 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 Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (Ai) any obligation of the Lenders to make or continue the applicable SOFR Loans or to convert ABR Base Rate Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice (and the Administrative Agent agrees to promptly revoke such notice upon cessation of the conditions referred to in (A) or (B) above and (Bii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable 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 Base Rate Loans in the amount specified therein and (2ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.022.3.15. 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 Base Rate Loans shall be determined by the Administrative Agent without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Temporary Inability to Determine Rates. If Subject to Section 4.16, in the event that, (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest errorA) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant prior to the definitions commencement of any Interest Period for a Term Benchmark Loan, that adequate and reasonable means do not exist for ascertaining the applicable Term Benchmark or component thereof (including because the relevant screen rate is not available or published on a current basis) for the applicable Agreed Currency and such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted RFR or component thereof for the applicable Agreed Currency, or (ii) the Majority Lenders determine Agent reasonably determines that for (A) prior to the commencement of any reason in connection with any request Interest Period for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Daily Simple SOFR or Adjusted Term SOFR Benchmark Loan, the applicable Term Benchmark for any requested the applicable Agreed Currency and such Interest Period with respect to a proposed SOFR Loan does will not adequately and fairly reflect the cost to such Lenders of funding making or maintaining such LoanLoans included in such borrowing for the applicable Agreed Currency and such Interest Period or (B) at any time, the applicable Adjusted RFR for the applicable Agreed Currency will not adequately and fairly reflect the Majority cost to such Lenders have provided of making or maintaining such Loans included in such borrowing for the applicable Agreed Currency, then the Agent shall forthwith give notice of such determination to the Administrative Agent, in each case of (i) which shall be conclusive and (ii), binding on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent Lenders absent manifest error) to the BorrowerBorrower and the Lenders. In such event, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and the Borrower delivers a new Conversion/Continuation Request in accordance with Section 4.1 or a new Loan Request in accordance with Section 2.7, (Aa) any obligation of the Lenders to make or continue the applicable SOFR for Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (B) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such noticedenominated in Dollars, (1) any Conversion/Continuation Request that requests the Borrower may revoke conversion of any pending request for a borrowing ofLoan to, conversion to or continuation of any applicable SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) orLoan as, failing that, the Borrower will a Term Benchmark Loan and any Loan Request that requests a Term Benchmark Loan shall instead be deemed to have converted any such request into be a request Conversion/Continuation Request or a Loan Request, as applicable, for (X) a Borrowing RFR Loan denominated in Dollars so long as the Adjusted RFR for Dollar Loans is not also the subject of Section 4.5(i) or conversion to ABR Section 4.5(ii) above or (Y) a Base Rate Loan if the Adjusted RFR for Dollar Loans in also is the amount specified therein subject of Section 4.5(i) or Section 4.5(ii) above and (2) any outstanding affected SOFR Loans will Loan Request that requests a RFR Loan shall instead be deemed to have been be a Loan Request, as applicable, for a Base Rate Loan, and (b) for Loans denominated in an Alternative Currency, (1) such Loans, at the Borrower’s election, shall either (x) be converted into ABR Base Rate Loans at denominated in Dollars (in an amount equal to the end Dollar Equivalent of such Alternative Currency) immediately or, in the case of a Term Benchmark Loan, 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), or (y) be prepaid in full immediately or, in the case of a Term Benchmark Loan, on the last day of the Interest Period. Upon Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), and (2) any such conversionLoan Request that requests a new Term Benchmark Loan or a RFR Loan, in each case, for the relevant Benchmark, shall be ineffective; provided, that, for the avoidance of doubt, if the circumstances giving rise to the notice referenced above affect only (X) the Benchmark with respect to borrowings denominated in a single Currency, the Borrower provisions of this Section 4.5 shall also pay accrued interest on the amount so convertedapply only to Benchmark borrowings denominated in such Currency, together with any additional amounts required pursuant to Section 5.02. If the Administrative Agent determines (which determination and borrowings of Benchmark Loans denominated in other Currencies shall be conclusive and binding absent manifest errorpermitted, or (Y) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given dayone Type of borrowings, the interest rate on ABR Loans then all other Types of borrowings 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 determinationpermitted.

Temporary Inability to Determine Rates. If (iUnless and until a Benchmark Replacement is implemented in accordance with Section 5.2.(c) below, if the Administrative Agent determines (which determination shall be conclusive reasonably and binding absent manifest error) that Adjusted Daily Simple SOFR in good faith determines, or Adjusted Term SOFR cannot be determined pursuant to the definitions thereof or (ii) Administrative Agent is advised by the Majority Lenders determine Required Lenders, that for any reason in connection with any request for a SOFR Loan or a conversion thereto to or a continuation thereof or otherwise that (i) Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definition thereof, or (ii) that Adjusted Daily Simple SOFR or Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan (or a conversion to or continuation thereof) does not adequately and fairly reflect the cost to such Required Lenders of funding such Loan, and the Majority Lenders and, in any US_ACTIVE\122555645\V-4 such event, Administrative Agent shall have provided notice of also made such determination with respect to the Administrative Agent, similarly situated loans in each case of (i) and (ii), on which it is serving as administrative agent or prior to the first day of any Interest Periodotherwise consistent with market practice generally, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by Thereafter, the Administrative Agent to the Borrower, (A) any obligation of the Lenders to make or continue maintain the applicable SOFR Loans or to convert ABR Base Rate Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (Bsuch revocation not to be unreasonably withheld or delayed) and, if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such noticenotice (such revocation not to be unreasonably withheld or delayed). Upon receipt of such notice, (1X) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable 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 the borrowing of or conversion to ABR Loans that are Base Rate Loans in the amount specified therein and (2Y) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.025.4. 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 Base Rate Loans shall be determined by the Administrative Agent without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determinationdetermination (such revocation not to be unreasonably withheld or delayed).

Temporary Inability to Determine Rates. If If (iA) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Daily Simple SOFR or Adjusted Term SOFR cannot be determined pursuant to the definitions definition thereof or (iiB) the Majority 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 Daily Simple SOFR or 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 Required Lenders have provided notice of such determination to the Administrative Agent, in each case of (iA) and (iiB), on or prior to the first day of any Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, (Ai) any obligation of the Lenders to make or continue the applicable SOFR Loans or to convert ABR Floating Rate Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent revokes such notice and (Bii) if such determination affects the calculation of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (ciii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (1i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any applicable 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 Floating Rate Loans in the amount specified therein and (2ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Floating Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 5.02. 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 determination3.