Benchmark or at any time that a tenor for any then-current Revolving Credit Facility Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Revolving Credit Facility Benchmark that is the subject of such Revolving Credit Facility Benchmark Unavailability Period or such tenor for such Revolving Credit Facility Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

“Revolving Credit Facility Benchmark Unavailability Period” means, with respect to any then-current Revolving Credit Facility Benchmark, the period (if any) # beginning at the time that a Revolving Credit Facility Benchmark Replacement Date with respect to such Revolving Credit Facility Benchmark has occurred if, at such time, no Revolving Credit Facility Benchmark Replacement has replaced such Revolving Credit Facility Benchmark for all purposes hereunder and under any Loan Document in accordance with [Section 2.14] ending at the time that a Revolving Credit Facility Benchmark Replacement has replaced such Revolving Credit Facility Benchmark for all purposes hereunder and under any Loan Document in accordance with [Section 2.14].

No Responsibility for the Term SOFR Rate or Benchmark Replacement. The Collateral Agent, Collateral Administrator and Securities Intermediary shall not be under any obligation # to monitor, determine or verify the unavailability or cessation of the Term SOFR Rate (or any other applicable index, floating rate or Benchmark Replacement), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Replacement Date, Benchmark Transition Event or Benchmark Unavailability Period, # to select, determine or designate any Benchmark Replacement or other alternate benchmark rate, or other successor or replacement rate, or whether any conditions to the designation of such a rate have been satisfied, or # to select, determine or designate any Benchmark Replacement Adjustment or other modifier to any Benchmark Replacement or other replacement or successor rate or index, or # to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing.

The Administrative Agent will promptly notify the Borrower and the [[Organization B:Organization]] of # the implementation of any Benchmark Replacement and # the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of # the removal or reinstatement of any tenor of a Benchmark Rate pursuant to [Section 2.11(e) and (y)])] the commencement of any Benchmark Unavailability Period.

(g) Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the relevant Borrower may revoke any request for a EurocurrencyTerm Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of EurocurrencyTerm Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either # such Borrower will be deemed to have converted any request for a EurocurrencyTerm Benchmark Borrowing denominated in Dollars into a request for a Borrowing of or conversion to an ABR LoansBorrowing or # any request for a EurocurrencyTerm Benchmark Borrowing or an RFR Borrowing denominated in a Foreign Currency shall be ineffective. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any EurocurrencyTerm Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such EurocurrencyTerm Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this [Section 2.14, (iA)])] if such Eurocurrency Loan isfor Loans denominated in Dollars, then any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Eurocurrency Loan (or the next succeeding Business Day if such day is not a Business Day), such EurocurrencyLoan, be converted by the Administrative Agent to, and shall constitute an ABR Loan, on such day, # for Loans denominated in Canadian Dollars, on the last day of the Interest Period applicable to such Term Benchmark Loan such Term Benchmark Loan shall be converted by the Administrative Agent to, and shall constitute, an ABRa Loan denominated in Dollars on such day, # if such Eurocurrency Loan is denominated in any Agreedthat bears interest at the Canadian Prime Rate plus the Applicable Rate applicable to ABR Revolving Loans and # for Loans denominated in a Foreign Currency other than Canadian Dollars, then such Eurocurrency(1) any Term Benchmark Loan shall, on the last day of the Interest Period applicable to such Eurocurrency Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at the Central Bank Rate for the applicable AgreedForeign Currency plus the Applicable RateCBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Currency (or in the case Canadian Dollars, the Canadian Prime Rate) cannot be determined, any outstanding affected EurocurrencyTerm Benchmark Loans

“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBO Rate and solely to the extent that LIBO Rate has not been replaced with a Benchmark Replacement, the period (if any) # beginning at the time that sucha Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced LIBO Ratethe then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with [Section 8.01(b)2.04] and # ending at the time that a Benchmark Replacement has replaced LIBO Ratethe then-current Benchmark for all purposes hereunder pursuant toand under any other Loan Document in accordance with [Section 8.01(b)2.04].

the Borrower will be deemed to have converted any such request into a request for a borrowingBorrowing of or conversion to ABR Loans and # any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Upon the Company's receipt of notice of the commencement of a Benchmark Unavailability Period, the Company may revoke any Request for Line Advance and, failing that, such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of the day on which such Advance is made. Furthermore, if any Advance is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the applicable Reference Rate, then on the last day of the Calculation Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), such Advance shall accrue interest at the Base Rate plus the Applicable Margin as of such day.

Section # Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, Term Benchmark Rates. Subject to [Section 4.08],

This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors, successors-in-title, representatives and permitted assigns. In the event of any inconsistency or conflict between the terms of this Amendment and of the Agreement, the terms of this Amendment shall control. The Agreement, as amended by this Amendment, constitutes and contains the sole and entire agreement of the parties hereto with respect to the subject matter hereof and no prior or contemporaneous oral or written representations or agreements between the parties and relating to the subject matter hereof shall have any legal effect. Except as hereinabove provided, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect, and are hereby ratified and confirmed by the parties hereto.