Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Benchmark for Dollars, the Borrower may revoke any request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. With respect to amounts denominated in Dollars, during any Benchmark Unavailability Period or at any time that a tenor for the then current Benchmark is not an Available Tenor, to the extent a component of the Alternate Base Rate is based upon the then current Benchmark or such tenor for such Benchmark, as applicable, such Benchmark or tenor will not be used in any determination of the Alternate Base Rate. Upon the commencement of a Benchmark Unavailability Period with respect to a Benchmark for any Agreed Foreign Currency, the obligation of the [[Consenting Lenders:Organization]] to make or maintain Loans referencing such Benchmark in such Agreed Foreign Currency shall be suspended (to the extent of the affected Borrowings or Interest Periods) and any outstanding affected Loans denominated in an Agreed Foreign Currency shall be prepaid in full at the end of the applicable Interest Period; provided, however, if such Loan is not so prepaid, it shall be converted to an ABR Loan (in an amount equal to the Dollar Equivalent of such Loan).

Benchmark Unavailability Period. During any Benchmark Unavailability Period, the Interest Rate with respect to the Loan shall be the Federal Funds Interest Rate and the Loan shall be a Federal Funds Interest Rate Loan.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Euro-dollar Borrowing of, conversion to or continuation of Euro-dollar

Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), # if any then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either # any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by [[Organization B:Organization]] in its reasonable discretion or # the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then [[Organization B:Organization]] may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after the occurrence of either [(A) or (B) above] to remove such unavailable, non-representative, non-compliant or non-aligned tenor and # if a tenor that was removed pursuant to [clause (i) above] either # is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) as selected by [[Organization B:Organization]] in its reasonable discretion or # is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then [[Organization B:Organization]] may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) # beginning at the time that a Benchmark Replacement Date pursuant to [clauses (1) or (2)] of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder in accordance with ‎[Section 2.11] and # ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder in accordance with ‎[Section 2.11].

“Benchmark Interim Unavailability Period” shall mean any Pricing Rate Period for which Administrative Agent, on behalf of Buyers, determines that # adequate and reasonable means do not exist for ascertaining the then-current Benchmark, unless and until a Benchmark Replacement has been implemented with respect thereto pursuant to [Section 14(a), or (b)] it is unlawful to use the then-current Benchmark to determine the applicable Price Differential.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBO Rate with a Benchmark Replacement pursuant to this [Section 8.01(b)] will occur prior to the applicable Benchmark Transition Start Date.

Notwithstanding anything to the contrary herein or in any other Basic Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then‐current Benchmark, then # if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” with respect to Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and # if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” with respect to any Agreed Currency for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided by the Administrative Agent to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

The Administrative Agent will promptly notify the Borrowers and the Lenders of the # any occurrence of a Revolving Credit Facility Benchmark Transition Event, # the implementation of any Revolving Credit Facility Benchmark Replacement, # the effectiveness of any Revolving Credit Facility Benchmark Replacement Conforming Changes, # the removal or reinstatement of any tenor of a Benchmark pursuant to [Section 2.14(b)(vi)] below and # the commencement or conclusion of any Revolving Credit Facility Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this ‎[Section 2.14], including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this ‎[Section 2.14].