Common use of Benchmark Unavailability Period Clause in Contracts

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR Borrowing, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:

Benchmark Unavailability Period. Upon the BorrowerParent B▇▇▇▇▇▇▇’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Parent Borrower may revoke any pending request for an Adjusted Term SOFR Rate Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Parent Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in Furthermore, if any Adjusted Term SOFR Rate Borrowing is outstanding on the foregoing Section 2.14(cdate of the Parent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Adjusted Term SOFR Rate Borrowing, then until such time as a Benchmark Replacement is implemented pursuant to this ‎Section 1.11, (A) but any Adjusted Term SOFR Rate Borrowing shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not otherwise defined herein a Business Day), be converted by the Administrative Agent to, and shall have the following meanings:constitute an ABR Loan.

Benchmark Unavailability Period. Upon the Borrower’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted Term a SOFR Borrowing, a ▇▇▇▇▇ Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of Adjusted Term SOFR Loans, in each case▇▇▇▇▇ Loans or EURIBOR Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicablea Borrowing in Dollars, the Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans and (B) in the amount specified thereincase of any request for an affected Borrowing in any other Available Currency, then such request shall be ineffective and (ii) (A) any outstanding affected Adjusted Term SOFR Loans, if applicable, Loans in Dollars will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Loans denominated in any other Available Currency, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Currency) immediately or at the end of the applicable Interest Period. Upon any , as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrower of such prepayment or conversionnotice, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant be deemed to Section 2.16have elected clause (1) above. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate ABR based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:ABR.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (iA) the Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing a borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR (x) Daily SOFR Loans in so long as the amount specified thereinAdjusted Floating Overnight Daily SOFR Rate is not the subject of such unavailability, or (iiy) Base Rate Loans if Adjusted Floating Overnight Daily SOFR Rate is the subject of such unavailability and (B) any outstanding affected Adjusted Term SOFR Loans, if applicable, Loans will be deemed to have been converted into ABR to (x) Daily SOFR Loans so long as the Adjusted Floating Overnight Daily SOFR Rate is not the subject of such unavailability, or (y) Base Rate Loans if Adjusted Floating Overnight Daily SOFR Rate is the subject of such unavailability, in each case, at the end of the applicable Interest Period. Upon During any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Borrower’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower Borrowers may revoke any pending request for an Adjusted Term a SOFR Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, or a EURIBOR Borrowing of, or continuation of EURIBOR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (A) in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicableLoan, the Borrower Borrowers will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Base Rate Loans and (B) in the amount specified therein, (ii) case of any outstanding request for any affected Adjusted Term SOFR LoansEURIBOR Loan, if applicable, will then such request shall be deemed to have been ineffective and shall, at the Borrowers’ election, (I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided that, with respect to any EURIBOR Loan, if no election is made by the Borrowers by the earlier of (x) that date this is three Business Days after receipt by the Borrowers of such notice and (y) the last day of the current Interest Period for the applicable EURIBOR Loan, the Borrowers shall be deemed to have elected clause (I) above. 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 2.162.14. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used During such Benchmark Unavailability Period, any outstanding SOFR Loans or EURIBOR Loans, as applicable, shall be deemed to have been converted into Base Rate Loans (in the foregoing Section 2.14(ccase of such EURIBOR Loans, in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) but not otherwise defined herein shall have at the following meanings:end of the applicable Interest Period.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing a borrowing of, conversion to or continuation continuation, as applicable, of Adjusted Term SOFR Loans, in each case, Money Market Term SOFR Loans or Daily Simple SOFR Loans to be made, converted or continued continued, as applicable, during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, and (ii) any outstanding affected Adjusted (A) Term SOFR Loans, if applicable, Loans or Money Market Term SOFR Loans will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest PeriodPeriod and (B) Daily Simple SOFR Loans will be deemed to have been converted into Base Rate Loans immediately. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with but shall not be required to pay any additional amounts that would otherwise be required pursuant to Section 2.166.5. During a Benchmark Unavailability Period with respect to any the Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR Borrowingfor Dollars, (i) the Borrower may revoke any pending request for an Adjusted Term a SOFR Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans Loans. With respect to amounts denominated in the amount specified thereinDollars, (ii) during any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-the then current Benchmark is not an Available Tenor, to the extent a component of the Alternate Base Rate is based upon the then-then current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, such Benchmark or tenor will not be used in any determination of the Alternate Base Rate. Capitalized terms used Upon the commencement of a Benchmark Unavailability Period with respect to a Benchmark for any Agreed Foreign Currency, the obligation of the Lenders to make or maintain Loans referencing such Benchmark in such Agreed Foreign Currency shall be suspended (to the foregoing Section 2.14(cextent of the affected Borrowings or Interest Periods) but 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 otherwise defined herein so prepaid, it shall have be converted to an ABR Loan (in an amount equal to the following meanings:Dollar Equivalent of such Loan).

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR a Borrowing of, conversion to or continuation of Adjusted Daily Simple SOFR Loans or Term SOFR Loans, in each case, Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate ABR based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Loan is outstanding on the Alternate Base Rate. Capitalized terms used in date of the foregoing Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.14(c2.10, (i) but not otherwise defined herein with respect to any Term SOFR Loan, on the last day of the Interest Period applicable to such Loan, such Loan shall have be converted by the following meanings:Administrative Agent to, and shall constitute, an ABR Loan and (ii) with respect to any Daily Simple SOFR Loan, on the date of receipt of such notice with respect to such Loan, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR a Eurocurrency Borrowing or RFR Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, Eurocurrency Loans in each case, affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) in the case of any a request for any affected Adjusted Term SOFR a Dollar Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to an ABR Loan, and (ii) in the case of a request for a Eurocurrency Borrowing other than in Dollars or a RFR Borrowing, at the Borrower’s election, shall either (1) be converted into an ABR Borrowing or conversion denominated in Dollars (in an amount equal to ABR Loans the Dollar Equivalent of such affected Currency) immediately in the amount specified thereincase of a RFR Borrowing or, (ii) any outstanding affected Adjusted Term SOFR Loansin the case of a Eurocurrency Borrowing, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any , or (2) be prepaid in full immediately in the case of a RFR Borrowing or, in the case of a Eurocurrency Borrowing, at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such prepayment or conversionnotice or, in the case of a Eurocurrency Borrowing, the last day of the current Interest Period for the applicable Eurocurrency Loan, if earlier, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant be deemed to Section 2.16have elected clause (1) above. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice from the Administrative Agent of the commencement of a Benchmark Unavailability Period and until a Benchmark Replacement is determined in accordance with this Section 4.08 for (i) Dollars, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans to be made, converted or continued during any such 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 Base Rate Loans and (ii) any other Agreed Foreign Currency, the obligation of the Lenders to make or maintain Loans in such Agreed Foreign Currency shall be suspended (and the Borrower may revoke any request for a Borrowing of, conversion to or continuation of Loans to be made in such Agreed Foreign Currency during the Benchmark Unavailability Period). During any Benchmark Unavailability Period for Dollars or at any time that a tenor for the then‐current Benchmark for Dollars is not an Available Tenor, the component of Base Rate based upon the then‐current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan in any Agreed Foreign Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Relevant Rate applicable to such Term Benchmark Loan, then (until such time as a benchmark replacement for such Agreed Foreign Currency is implemented pursuant to this Section 4.08) such Loan shall, on the last day of the Interest Period applicable to such Loan (or Adjusted Term SOFR Borrowingthe next succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such day: (iA) be prepaid by the Borrower may revoke any pending request for on such day or (B) be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan denominated in Dollars (in an Adjusted Term SOFR Borrowing ofamount equal to the Dollar Equivalent of such Agreed Foreign Currency) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 2:00 p.m., conversion to or continuation of Adjusted Term SOFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicablelocal time, the Borrower will be deemed Administrative Agent is authorized to have converted any effect such request conversion of such Term Benchmark Loan into a request for an ABR Borrowing or conversion to ABR Loans Base Rate Loan denominated in Dollars). If any RFR Loan is outstanding on the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end date of the applicable Interest Period. Upon any such prepayment or conversion, Borrower’s receipt of notice of the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During commencement of a Benchmark Unavailability Period with respect to any Benchmark a Relevant Rate applicable to such RFR Loan, then such Loan shall, on the next Interest Payment Date applicable to such Loan (or at any time that a tenor for any then-current Benchmark the next succeeding Business Day if such day is not an Available Tenora Business Day), bear interest at the component of Central Bank Rate for Pounds Sterling plus the Alternate Applicable Margin; provided that, if the Administrative Agent determines reasonably and in good faith (which determination shall be conclusive and binding absent demonstrable error) that the Central Bank Rate for Pounds Sterling cannot be determined, any outstanding affected RFR Loans denominated in Pounds Sterling, at the Borrower’s election, shall either (A) be converted into Base Rate based upon Loans denominated in Dollars (in an amount equal to the then-current Facility Benchmark that Dollar Equivalent of Pounds Sterling) on the next applicable Interest Payment Date (or the next succeeding Business Day if such day is not a Business Day) or (B) be prepaid in full immediately on the subject of next applicable Interest Payment Date (or the next succeeding Business Day if such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will day is not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:a Business Day).

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (i) the Borrower Borrowers may revoke any pending request for an Adjusted a Term SOFR Borrowing of, conversion to or continuation of Adjusted Term SOFR LoansAdvances, or a Borrowing of, or continuation of, Eurocurrency Rate Advances, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Available Currency and, failing that, (A) in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the applicable Borrower will be deemed to have converted any such request into a request for an ABR a Base Rate Borrowing or conversion to ABR Loans Base Rate Advances in the amount specified thereintherein and (B) in the case of any request for any affected Eurocurrency Rate Borrowing, then such request shall be ineffective and (iiii)(A) any outstanding affected Adjusted Term SOFR LoansAdvances, if applicable, will be deemed to have been converted into ABR Loans Base Rate Advances at the end of the applicable Interest Period and (B) any outstanding affected Eurocurrency Rate Advances, at the applicable Borrower’s election, shall either (I) be converted into Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equivalent thereof) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided that, with respect to any Eurocurrency Rate Advance, if no election is made by the applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by such Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Advance, such Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.168.04(c). During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR a Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period with respect to the applicable Benchmark and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified therein, and (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.162.11. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate ABR based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:ABR.

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR Borrowingany applicable Benchmark, (i) the Borrower Borrowers may revoke any pending request for an Adjusted Term SOFR a Borrowing of, conversion to to, or continuation of Adjusted Term SOFR Loansof, in each case, Advances bearing interest with respect to the applicable Benchmark to be made, converted or continued during any such Benchmark Unavailability Period and, failing that, (A) in the case event of any Benchmark Unavailability Period with respect to the then-current Benchmark for Dollars, any request for (or deemed request for) any affected Adjusted Borrowing denominated in Dollars as, or a conversion of any Borrowing denominated in Dollars to, or continuation of any Borrowing denominated in Dollars as, a Term SOFR BorrowingBenchmark Rate Advance shall be ineffective and such Borrowing shall be made as, if applicableConverted to, or continued as a Base Rate Advance on the Borrower will be deemed last day of the then-existing Interest Period therefor and (B) in the event of any Benchmark Unavailability Period with respect to have converted the then-current Benchmark for Euro, any such request into a request for an ABR Borrowing (or conversion to ABR Loans in the amount specified therein, (iideemed request for) any outstanding affected Adjusted Borrowing denominated in Euro as, or the continuation of any Borrowing denominated in Euro as, a Term SOFR LoansBenchmark Rate Advance shall be ineffective and such Advance shall be made as, if applicableor exchanged for, will be deemed a Base Rate Advance denominated in Dollars in a principal amount equal to have been converted into ABR Loans at the end Equivalent in Dollars of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16original Borrowing requested. During a Benchmark Unavailability Period with respect applicable to any the then-current Benchmark for Dollars or at any time that a tenor for any the then-current Benchmark for Dollars is not an Available Tenor, the component of the Alternate Base Rate based upon the such then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR a Eurodollar Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Base Rate Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability in respect of (a) the monitoring, determination or verification of the unavailability or cessation of LIBOR (or other applicable Benchmark), (b) the administration of, submission of or any other matter related to the reference rate or any spread adjustment, any component definition thereof or rates referenced in the foregoing Section 2.14(cdefinition thereof or any alternative, comparable or successor rate or adjustment thereto (including any then-current Benchmark, any Benchmark Replacement or any Benchmark Replacement Adjustment), including whether the composition or characteristics of any such alternative, comparable or successor rate or adjustment (including any Benchmark Replacement or any Benchmark Replacement Adjustment) but not otherwise defined herein shall have will be similar to, or produce the following meanings:same value of economic equivalence of, reference rate, any other Benchmark or any Benchmark Replacement Adjustment, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted a Term SOFR Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Adjusted Term SOFR LoansBenchmark Advances or RFR Advances, as applicable, in each case, affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) in the case of any a request for any affected Adjusted Term SOFR a Dollar Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified thereina Base Rate Loan, and (ii) any outstanding affected Adjusted in the case of a request for a Term SOFR LoansBenchmark Borrowing other than in Dollars or a RFR Borrowing, if applicable, will the Term Benchmark Rate for such Term Benchmark Borrowing or Daily Simple RFR for such RFR Borrowing shall be deemed to have been converted into ABR Loans at the end a rate quoted as being representative of the cost to each Lender to fund its pro rata share of such Term Benchmark Borrowing or RFR Borrowing, as applicable Interest Period. Upon any (from whatever source and using whatever representative methodologies as such prepayment or conversionLender may select in its reasonable discretion), which each Lender shall provide to the Borrower Administrative Agent, and the Administrative Agent shall also pay accrued interest on provide to the amount so prepaid or convertedBorrower, together with any additional amounts required pursuant within five (5) Business Days of the Borrower’s request to Section 2.16the Administrative Agent therefor. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR a EurodollarSOFR Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, EurodollarSOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Base Rate Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability in respect of (a) the monitoring, determination or verification of the unavailability or cessation of LIBORSOFR (or other applicable Benchmark), (b) the administration of, submission of or any other matter related to the reference rate or any spread adjustment, any component definition thereof or rates referenced in the foregoing Section 2.14(cdefinition thereof or any alternative, comparable or successor rate or adjustment thereto (including any then-current Benchmark, any Benchmark Replacement or any Benchmark Replacement Adjustment), including whether the composition or characteristics of any such alternative, comparable or successor rate or adjustment (including any Benchmark Replacement or any Benchmark Replacement Adjustment) but not otherwise defined herein shall have will be similar to, or produce the following meanings:same value of economic equivalence of, reference rate, any other Benchmark or any Benchmark Replacement Adjustment, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Benchmark Unavailability Period. Upon the Borrower’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower Borrowers may revoke any pending request for an Adjusted Term a SOFR Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, or a EURIBOR Borrowing of, or continuation of EURIBOR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (A) in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicableLoan, the Borrower Borrowers will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Base Rate Loans and (B) in the amount specified therein, (ii) case of any outstanding request for any affected Adjusted Term SOFR LoansEURIBOR Loan, if applicable, will then such request shall be deemed to have been ineffective and shall, at the Borrowers’ election, (I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided that, with respect to any EURIBOR Loan, if no election is made by the Borrowers by the earlier of (x) that date this is three Business Days after receipt by the Borrowers of such notice and (y) the last day of the current Interest Period for the applicable EURIBOR Loan, the Borrowers shall be deemed to have elected clause (I) above. 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 2.169.04(c). During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used During such Benchmark Unavailability Period, any outstanding SOFR Loans or EURIBOR Loans, as applicable, shall be deemed to have been converted into Base Rate Loans (in the foregoing Section 2.14(ccase of such EURIBOR Loans, in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) but not otherwise defined herein shall have at the following meanings:end of the applicable Interest Period.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term SOFR Borrowing of, conversion to or continuation of Term 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 for a Term SOFR Borrowing into a request for a Borrowing of, or conversion to, (A) a Daily Simple SOFR Borrowing, so long as Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event, or (B) an ABR Borrowing, if Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event. Furthermore, if any Term SOFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Relevant Rate applicable to such Term SOFR BorrowingLoan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.22, any Term SOFR Loan shall, on the last day of the Interest Period applicable to such Loan, convert to, and shall constitute, (ix) a Daily Simple SOFR Loan, so long as Adjusted Daily Simple SOFR is not the Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing ofsubject of a Benchmark Transition Event, conversion to or continuation of Adjusted Term SOFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for (y) an ABR Borrowing or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Loan if Adjusted Term Daily Simple SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such a Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:Transition Event.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR Borrowingfor Dollar, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR a Borrowing of, conversion to or continuation of Adjusted Term SOFR Benchmark 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 Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Upon the commencement of a Benchmark Unavailability Period with respect to a Benchmark for any currency other than Dollar, the Borrower may revoke any pending request for such Borrowing of, conversion to or continuation of such Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any then such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified therein, (ii) shall be ineffective and any outstanding affected Adjusted Term SOFR Loans, if applicablein each case, will denominated in an Alternative Currency, at the Borrower’s election, shall either (I) be deemed to have been converted into ABR Loans Base Rate denominated in Dollars (in an amount equal to the Dollar Amount of such Alternative Currency) or (II) be prepaid in full immediately or at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (iA) the a Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing a borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Loans or Daily SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the applicable Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR (x) Daily SOFR Loans in so long as Adjusted Daily Simple SOFR is not the amount specified thereinsubject of such unavailability, or (iiy) Base Rate Loans if Adjusted Daily Simple SOFR is the subject of such unavailability and (B)(i) any outstanding affected Adjusted Term SOFR Loans, if applicable, Loans or Daily SOFR Loans will be deemed to have been converted into ABR to (x) Daily SOFR Loans so long as Adjusted Daily Simple SOFR is not the subject of such unavailability, or (y) Base Rate Loans if Adjusted Daily Simple SOFR is the subject of such unavailability, in each case, at the end of the applicable Interest Period. Upon Period and (ii) any such prepayment or conversion, the Borrower outstanding affected SOFR Margin Loan shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant have been deemed to Section 2.16have been converted immediately to a Base Rate Loan. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (iI) the Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing a borrowing of, conversion to or continuation of Adjusted Term SOFR Non-Base Rate Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the Applicable Currency and, failing that, (1) in the case of any request for any affected Adjusted Term SOFR BorrowingNon-Base Rate Loans, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the Applicable Currency in the amount specified thereintherein and (2) in the case of any request for any affected Non-Base Rate Loan, (ii) then such request shall be ineffective and any outstanding affected Adjusted Term SOFR Non-Base Rate Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans in the Applicable Currency at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.162.12(b)(ii). During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted a Term SOFR Borrowing ofBenchmark Borrowing, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Benchmark Loans to be made, converted or continued continued, during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to an ABR Borrowing or conversion to ABR Loans in if the amount specified therein, (ii) any outstanding affected Adjusted Term Daily Simple SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at is the end subject of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16a Benchmark Transition Event. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate ABR based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark Loan is outstanding on the Alternate Base Rate. Capitalized terms used in date of the foregoing Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the Adjusted Term SOFR Rate applicable to such Term Benchmark Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.14(c2.14, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute, (x) but an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not otherwise defined herein shall have the following meanings:subject of a Benchmark Transition Event or (y) an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR Borrowingfor USD, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing a Eurocurrency Rate Advance of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Eurocurrency Rate Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing Advance of or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16Base Rate Advances. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any 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 Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, such Benchmark or tenor will not be used in any determination of the Alternate Base Rate. Capitalized terms used Upon the commencement and during the continuation of a Benchmark Unavailability Period with respect to a Benchmark for any currency other than USD, the obligation of the Lenders to make Advances referencing such Benchmark in the foregoing Section 2.14(caffected currency shall be suspended (to the extent of the affected Advances or Interest Periods) but not otherwise defined herein and any then-outstanding Advances so affected shall have automatically be converted into a Base Rate Advance denominated in USD, calculated using the following meanings:Dollar Equivalent as of the commencement of such Benchmark Unavailability Period.

Benchmark Unavailability Period. Upon the BorrowerAdministrative ▇▇▇▇▇▇▇▇’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (i1) the Administrative Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing a borrowing of, conversion to or continuation of Adjusted Term (as applicable) SOFR Loans, in each case, Loans or ▇▇▇▇▇ Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (I) in the case respect of any request for any affected Adjusted Term SOFR BorrowingLoans, if applicable, the Administrative Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Loans in the amount specified therein, Base Rate Loans; (iiII) any outstanding affected Adjusted Term SOFR Loans, if applicable, Loan will be deemed to have been converted into ABR to Base Rate Loans at the end of the applicable Interest Period, (III) in the case of any request for a ▇▇▇▇▇ Rate Loan then such request shall be ineffective; and (IV) any outstanding ▇▇▇▇▇ Rate Loans, at Administrative Borrower’s election, shall either (x) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (y) be prepaid in full immediately; provided that if no election is made by Administrative Borrower by the date that is three (3) Business Days after receipt by Administrative Borrower of such notice, Borrowers shall be deemed to have elected clause (x) above. 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 2.16‎2.12(b)(ii). During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing a Loan of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a Loan of or conversion to ABR Loans in under the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16Base Rate. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. (f) DisclaimerRates. Capitalized terms used The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (i) the continuation of, administration of, submission of, calculation of or any other matter related to the London interbank offered rate or other ratesBase Rate, the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition of “LMIR” or with respect tothereof, or any alternative or, successor rate thereto, or replacement rate theretof (including, without limitation any Benchmark Replacement implemented hereunder), (ii)), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement, including whether it is) will be similar to, or produces the same value or economic equivalence to LMIR (or any other Benchmark)of, or have the same volume or liquidity as did LMIR (or any other Benchmark), (iii) any actions or use of its discretion or other decisions or determinations made with respect to any matters covered by this Section 4.06 including, without limitation, whether or not a Benchmark Transition Event has occurred, the removal or lack thereof of unavailable or non-representative tenors, the implementation or lack thereof of, Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Base Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement Conforming Changes, the delivery or non-delivery of any notices required by clause (d) above or otherwise in accordance herewith, and (iv) the effect of any of the foregoing provisions of this Section 2.14(c4.06.) but not otherwise defined herein or any relevant adjustments thereto, in each case, in a manner adverse to the Seller. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the following meanings:Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Benchmark Unavailability Period. Upon the US Borrower’s receipt of notice of the commencement of a aany applicable Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR Borrowingthe relevant Screen Rate for any currency, (i) the, the applicable Borrower may revoke any pending request for an Adjusted Term SOFR a Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Loans to be made, converted or continued in suchthe applicable currency during any such applicable Benchmark Unavailability Period and, failing that, (A) the obligation of the Banks to make or maintain Loans in any currency other than Dollars shall be suspended, and/or (B) solely in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicableDollar-denominated Loans theDollar denominated Loans, the applicable Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a LoanBorrowing of or conversion to ABR Base Rate Loans. During any applicable Benchmark Unavailability Period with respect to the relevant Screen Rate for any currency, (A) the obligation of the Banks to make or maintain Loans in the amount specified thereinsuch currency shall be suspended, (iiB) any outstanding affected Adjusted Term SOFR request for a Loan of, conversion to or continuation of Loans in such currency shall be ineffective except that, solely in the case of Dollar-denominated Loans, if applicable, will be deemed to have been converted into ABR Loans at the end a request for a Loan of the applicable Interest Period. Upon any such prepayment or conversionconversion to Base Rate Loans, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or and (C)or at any time that a tenor for any the relevant then-current Benchmark is not an Available Tenor, to the extent the component of the Alternate Base Rate based upon the Eurocurrency Rate for Dollarsrelevant then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such relevant Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in During any applicable Benchmark Unavailability Period, notwithstanding anything to the foregoing Section 2.14(c) but not otherwise defined herein contrary herein, any Swing Line Loan shall have bear interest at the following meanings:Base Rate plus the Applicable Base Rate Margin. 270034751 270134563

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR a EurodollarSOFR Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, EurodollarSOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Base Rate Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a anya Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used . (i) LIBOR is intended to represent the rate at which contributing banks could obtain short-term borrowings from one another in the foregoing London interbank market. Recent announcements by regulators have signaled a transition away from LIBOR, and, as a result, LIBOR may no longer be available or appropriate for purposes of serving as a reference rate for Eurodollar Loans in the near future. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, Section 2.14(c2.13(b) but and (c) provide the mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.13(e), of any change to the reference rates upon which the interest rates on Eurodollar Loans are based. However, the Administrative Agent does not otherwise defined herein warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to LIBOR or other rates in the definition of “Adjusted LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.13(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.13(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the Adjusted LIBO Rate or have the following meanings:same volume or liquidity as did LIBOR prior to its discontinuance or unavailability.

Benchmark Unavailability Period. Upon the Parent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Parent Borrower may revoke any pending request for an Adjusted Term SOFR Rate Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Parent Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in Furthermore, if any Adjusted Term SOFR Rate Borrowing is outstanding on the foregoing Section 2.14(cdate of the Parent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Adjusted Term SOFR Rate Borrowing, then until such time as a Benchmark Replacement is implemented pursuant to this ‎Section 1.11, (A) but any Adjusted Term SOFR Rate Borrowing shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not otherwise defined herein a Business Day), be converted by the Administrative Agent to, and shall have the following meanings:constitute an ABR Loan.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR a Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, a Eurodollar Borrowing to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to an ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16Borrowing. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available TenorPeriod, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, Adjusted LIBO Rate will not be used in any determination of the Alternate Base Rate. Capitalized The Administrative Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of the LIBO Rate (or any other applicable benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of (except as directed by the Required Lenders), any termination date relating to the LIBO Rate, (ii) to select determine or designate any alternative rate, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) to select, determine or designate any other modifier to any alternative rate or (iv) to determine whether or what alternative rate changes are necessary or advisable, if any, in connection with any of the foregoing. The Administrative Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the LIBO Rate (or any other applicable benchmark) and absence of a designated replacement benchmark, including as a result of any inability, delay, error or inaccuracy on the part of the Required Lenders in providing any direction, instruction, notice or information required or contemplated by the terms used in of this Agreement and reasonably required for the foregoing Section 2.14(c) but performance of such duties. The Administrative Agent does not otherwise defined herein warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to any alternate replacement index to the LIBO Rate, including without limitation, whether the composition or characteristics of any such alternate replacement index to the LIBO Rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the following meanings:same volume or liquidity as did the Eurodollar Base Rate prior to its discontinuance or unavailability.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR Borrowingfor USD, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing a Eurocurrency Rate Advance of, conversion conversionBorrowing of, Conversion to or continuation of Adjusted Term SOFR LoansAdvances or Eurocurrency Rate Advances, in each case, to be made, converted convertedConverted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (A) in the case of any request for any affected Adjusted SOFR Advance where the Benchmark Unavailability Period applies to both Daily Simple SOFR and the Term SOFR Borrowing, if applicableReference Rate, the Borrower will be deemed to have converted convertedConverted any such request into a request for an ABR Borrowing Advance of or conversion conversionConversion to ABR Loans Base Rate Advances. During any Benchmark Unavailability Period or in the amount specified therein, (iiB) in the case of any request for any affected SOFR Advance where the Benchmark Unavailability Period applies to Daily Simple SOFR but not the Term SOFR Reference Rate, the Borrower will be deemed to have Converted any such request into a request for an Advance of or Conversion to Term SOFR Advances with an Interest Period of one-month in the amount specified therein (or, if the Term SOFR Reference Rate shall be no longer available at such time, into Base Rate Advances in the amount specified therein), (C) in the case of any request for any affected SOFR Advance where the Benchmark Unavailability Period applies to the Term SOFR Reference Rate but not Daily Simple SOFR, the Borrower will be deemed to have Converted any such request into a request for an Advance of or Conversion to Daily Simple SOFR Advances in the amount specified therein (or, if Daily Simple SOFR shall be no longer available at such time, into Base Rate Advances in the amount specified therein), and (D) in the case of any request for any affected Eurocurrency Rate Advance, then such request shall be ineffective and (ii)(A) any outstanding affected Adjusted Term SOFR LoansAdvances, if applicable, will be deemed to have been converted Converted into ABR Loans Daily Simple SOFR Advances at the end of the applicable Interest Period (or, if Daily Simple SOFR shall be no longer available at such time, into Base Rate Advances), (B) any outstanding affected Daily Simple SOFR Advances, if applicable, will be deemed to have been Converted into Term SOFR Advances with an Interest Period of one-month immediately (or, if the Term SOFR Reference Rate shall be no longer available at such time, into Base Rate Advances) and (C) any outstanding affected Eurocurrency Rate Advances, at the Borrower’s election, shall (I) be Converted into Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Committed Currency), at the end of the applicable Interest Period, (II) be Converted into Daily Simple SOFR Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Committed Currency), at the end of the applicable Interest Period, (III) be Converted into Term SOFR Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Committed Currency) with an Interest Period of one-month, at the end of the applicable Interest Period or (IV) be prepaid in full immediately or at the end of the applicable Interest Period; provided, further that, with respect to any Eurocurrency Rate Advance, if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Advance, the Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversionConversion, the Borrower shall also pay accrued interest on the amount so prepaid or convertedConverted, together with any additional amounts required pursuant to Section 2.168.04(c). During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any 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 Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, such Benchmark or tenor will not be used in any determination of the Alternate Base Rate. Capitalized terms used Upon the commencement and during the continuation of a Benchmark Unavailability Period with respect to a Benchmark for any currency other than USD, the obligation of the Lenders to make Advances referencing such Benchmark in the foregoing Section 2.14(caffected currency shall be suspended (to the extent of the affected Advances or Interest Periods) but not otherwise defined herein and any then-outstanding Advances so affected shall have automatically be converted into a Base Rate Advance denominated in USD, calculated using the following meanings:Dollar Equivalent as of the commencement of such Benchmark Unavailability Period.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR a Eurocurrency Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Eurocurrency Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (x) solely in the case of any request for any affected Adjusted Term SOFR Borrowinga Eurocurrency Borrowing of, if applicableconversion to or continuation of Eurocurrency Loans to be made in Dollars, the Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans Loans, (y) in the amount specified thereincase of any request for a Eurocurrency Borrowing of or conversion to Eurocurrency Loans to be made in any Foreign Currency based on the LIBO Rate, (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, such request will be deemed to have been converted into ABR be ineffective and (z) in the case of any request for a continuation of Eurocurrency Loans at the end of the applicable Interest Period. Upon to be made in any such prepayment or conversion, the Borrower shall also pay accrued interest Foreign Currency based on the amount so prepaid or convertedLIBO Rate, together with any additional amounts required pursuant such Borrowing shall be converted to Section 2.16Dollars based on the Dollar Equivalent at such time and shall be an ABR Borrowing. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available TenorPeriod, the component of the Alternate Base Rate ABR based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, LIBO Rate will not be used in any determination of ABR.of Tenor of Benchmark. At any time (including in connection with the Alternate Base implementation of a Benchmark Replacement), (x) if the then-current Benchmark is a term rate (including Term SOFR, the Adjusted LIBO Rate. Capitalized terms used in , EURIBO Screen Rate, AUD Bank ▇▇▇▇ Reference Rate, CDOR Rate or NZD Rate) then the foregoing Section 2.14(cAdministrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) but not otherwise defined herein shall have settings and (y) the following meanings:Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (i) the Borrower Company may revoke any pending request for an Adjusted Term SOFR Borrowing a borrowing of, conversion to or continuation of Adjusted Term SOFR Loans or, if applicable, Daily Simple SOFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower Company will be deemed to have converted any such request for any affected Term SOFR Borrowing or, if applicable, Daily Simple SOFR Borrowing into a request for a borrowing of, or conversion to, an ABR Borrowing or conversion to ABR Loans in the amount specified thereinBorrowing. Furthermore, (ii) if any outstanding affected Adjusted Term SOFR LoansLoan or, if applicable, will be deemed to have been converted into ABR Loans at Daily Simple SOFR Loan is outstanding on the end date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the Benchmark applicable Interest Period. Upon to such Term SOFR Loan or Daily Simple SOFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.11(b), (A) any such prepayment or conversion, the Borrower Term SOFR Loan shall also pay accrued interest on the amount so prepaid or converted, together with last day of the Interest Period applicable thereto convert to an ABR Loan and (2) any additional amounts required pursuant Daily Simple SOFR Loan shall on and from such day convert to Section 2.16an ABR Loan. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (i) the Borrower Company may revoke any pending request for an Adjusted any Term SOFR Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (A) in the case of any request for any affected Adjusted Term SOFR BorrowingBorrowing in Dollars, if applicable, the applicable Borrower will be deemed to have converted any such request into a request for an a Borrowing of ABR Borrowing Loans or conversion to ABR Loans in the amount specified thereintherein and (B) in the case of any request for any affected Borrowing denominated in Euro, such request shall be ineffective and (iiii)(A) any outstanding affected Adjusted Term SOFR LoansBenchmark Loans denominated in Dollars, if applicable, will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Term Benchmark Loans denominated in Euro, at the applicable Borrower’s election, shall either (I) be converted into ABR Loans (in an amount equal to the Dollar Equivalent thereof) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided that, with respect to any Term Benchmark Loan, if no election is made by the applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Term Benchmark Loan, such Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of an ABR Borrowing) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.162.15. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (i) the Borrower Borrowers may revoke any pending request for an Adjusted a Term SOFR Borrowing Benchmark Loan of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Benchmark Loans to be made, converted or continued in the applicable currency during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower Borrowers will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to (i) ABR Loans, if such Benchmark Unavailability Period relates to Loans denominated in the amount specified therein, US Dollars and (ii) any outstanding affected Adjusted Term SOFR Central Bank Rate Loans, if applicablesuch Benchmark Unavailability Period relates to Loans denominated in any Alternative Currency; provided that, will if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency is also subject to a Benchmark Unavailability Period, then, at the Company’s election, such Loans shall either (A) be converted into ABR Loans denominated in US Dollars (in an amount equal to the US Dollar Equivalent of such Alternative Currency) immediately or (B) be prepaid in full promptly following request therefor from the Administrative Agent; provided that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrowers of such notice, the Borrowers shall be deemed to have been converted into ABR elected clause (A) above. With respect to Loans at the end of the applicable Interest Period. Upon denominated in Dollars, during any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available TenorPeriod, the component of the Alternate Base Rate ABR based upon the then-current Facility Term Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, Rate will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:ABR.

Benchmark Unavailability Period. Upon the BorrowerSeller’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower Seller may revoke any pending request Purchase Notice delivered pursuant to Section 1.2 (if the Purchase Date has not yet occurred) or the Seller will be deemed to have requested a Purchase with Discount calculated at the Base Rate. Notwithstanding anything to the contrary set forth herein, during the Benchmark Unavailability Period, Discount on the outstanding Investment shall be determined based on the Base Rate.request for an Adjusted Term Investment accruing Discount based on the SOFR Borrowing ofRate, conversion to or continuation of Adjusted Term Investments accruing Discount based on the SOFR Loans, in each case, Rate Option to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower Seller will be deemed to have converted any such request into a request for an ABR Borrowing Investment of or conversion to ABR Loans in Investments accruing Discount under the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16Base Rate Option. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Lead Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Lead Borrower may revoke any pending request for an Adjusted Term a EurodollarTerm SOFR Borrowing of, conversion to or continuation of Adjusted Term EurodollarTerm SOFR Loans, in each case, Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Lead Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Base Rate Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available TenorPeriod, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, EurocurrencyTerm SOFR Reference Rate will not be used in any determination of the Alternate Base Rate. Capitalized terms (e) Certain Defined Terms. As used herein: “Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Administrative Agent and the Lead Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the Eurocurrency Rate for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided, if the Benchmark Replacement as so determined would be less than 1.00%, the Benchmark Replacement will be deemed to be 1.00% for the purposes of this Agreement. “Benchmark Replacement Adjustment” means, with respect to any replacement of the Eurocurrency Rate with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Lead Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the Eurocurrency Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the Eurocurrency Rate with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time. “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the foregoing Section 2.14(c) but Administrative Agent decides that adoption of any portion of such market practice is not otherwise defined herein shall have administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement). “Benchmark Replacement Date” means the earlier to occur of the following meanings:220

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark Benchmark, the applicable Borrower (or Adjusted Term SOFR Borrowing, (ithe Company on its behalf) the Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing a borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, CDOR Loans, RFR Loans denominated in the applicable Agreed Currency or, if applicable, Daily Simple SOFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in (A) the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the applicable Borrower will be deemed to have converted any such request for any affected Term SOFR Borrowing or, if applicable, Daily Simple SOFR Borrowing into a request for a borrowing of, or conversion to, an ABR Borrowing and (B) any request for a borrowing of, or conversion to ABR Loans in the amount specified thereinor continuation of, (ii) any outstanding affected Adjusted CDOR Borrowing or RFR Borrowing shall be ineffective. Furthermore, if any Term SOFR LoansLoan, CDOR Loan, RFR Loan in any Agreed Currency or, if applicable, will be deemed to have been converted into ABR Loans at Daily Simple SOFR Loan is outstanding on the end date of the applicable Interest Period. Upon any such prepayment or conversion, Company’s receipt of notice of the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term SOFR Loan, CDOR Loan, RFR Loan or Daily Simple SOFR Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 2.11(b), (1) in the case of Loans denominated in US Dollars, (x) any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, Term SOFR Loan shall on the component last day of the Alternate Base Rate based upon Interest Period applicable thereto convert to an ABR Loan and (y) any Daily Simple SOFR Loan shall on and from such day convert to an ABR Loan and (2) in the then-current Facility Benchmark that case of Loans denominated in any Alternative Currency, (x) if such Loan is a CDOR Loan, such Loan shall be prepaid in full by the subject applicable Borrower on the last day of the Interest Period applicable thereto and (y) if such Loan is an RFR Loan, such Loan shall be prepaid in full by the applicable Borrower on the first Business Day following the date of the Company’s receipt of such notice. During a Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:with

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 Term SOFR Loan or a Daily Simple SOFR Loan, Conversion to or continuation of Term SOFR Loans or Daily Simple 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 for (A) a Borrowing of, Conversion to or continuation of a Term SOFR Loan into a request for a Borrowing of or Conversion to (x) Daily Simple SOFR Loans so long as Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) ABR Loans if Daily Simple SOFR is the subject of a Benchmark Transition Event and (B) a Borrowing of, or Conversion to, Daily Simple SOFR Loans into a request for a Borrowing of ABR Loans. Furthermore, if any Term SOFR Loan or Daily Simple SOFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the relevant rate applicable to such Term Loan, then until such time as a given Benchmark or Adjusted Replacement is implemented pursuant to this Section 2.07(b), (1) a Term SOFR BorrowingLoan shall on the last day of the Interest Period applicable to such Term Loan (or the next succeeding Business Day if such day is not a Business Day), Convert to, and shall constitute, (ix) a Daily Simple SOFR Loan so long as Daily Simple SOFR is not the Borrower may revoke subject of a Benchmark Transition Event on such day or (y) an ABR Loan if Daily Simple SOFR is the subject of a Benchmark Transition Event on such day and (2) any pending request for Daily Simple SOFR Loan shall on such day Convert to, and shall constitute, an Adjusted Term SOFR Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, to be made, converted or continued during ABR Loan. During any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for (i) a Borrowing of SOFR Rate Loans or conversion to or continuation of SOFR Rate Loans to be made, converted or continued or (ii) solely if applicable following a Benchmark Replacement or otherwise pursuant to this Section 2.20, a Borrowing of RFR Loans or conversion to RFR Loans, during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request for a Borrowing of SOFR Rate Loans into a request for a Borrowing of or conversion to (A) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) a Borrowing of Base Rate Loans if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any SOFR Rate Loan (or, solely if applicable pursuant to this Section 2.20, RFR Loan) is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Relevant Rate applicable to such SOFR Rate Loan (or RFR Loan), then until such time as a Benchmark or Adjusted Term SOFR BorrowingReplacement is implemented pursuant to this Section 2.20, (i1) any SOFR Rate Loan shall on the Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing oflast day of the Interest Period applicable to such Loan, conversion to or continuation of Adjusted Term SOFR Loansbe converted by the Administrative Agent to, in each case, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified thereinand shall constitute, (iix) any outstanding affected an RFR Loan so long as the Adjusted Term Daily Simple SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at is not the end subject of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark Transition Event or at any time that (y) a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon Loan if the then-current Facility Benchmark that Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) solely if applicable following a Benchmark Unavailability Period Replacement or otherwise pursuant to this Section 2.20, any RFR Loan shall on and from such tenor for such Benchmarkday be converted by the Administrative Agent to, as applicable, will not be used in any determination of the Alternate and shall constitute a Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:Rate Loan.

Benchmark Unavailability Period. Upon the Borrower▇▇▇▇▇▇▇▇’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR a Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Base Rate Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized The following terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:: Available Tenor: as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.6.2(d). Benchmark: initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.6.2(a).

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted Term the applicable SOFR Borrowing Loan of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a Loan of or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Base Rate Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the Adjusted Term SOFR (or then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, ) will not be used in any determination of the Alternate Base Rate. Capitalized terms US_ACTIVE\122555645\V-4 (a) Anything herein to the contrary notwithstanding, if, on or prior to the determination of Adjusted LIBOR for any Interest Period: (i) the Agent reasonably determines (which determination shall be conclusive) that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining Adjusted LIBOR for such Interest Period, or (ii) the Agent reasonably determines (which determination shall be conclusive) that Adjusted LIBOR will not adequately and fairly reflect the cost to the Lenders of making or maintaining LIBOR Loans for such Interest Period; then the Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR Loan, either repay such Loan or Convert such Loan into a Base Rate Loan. (b) If at any time the Agent determines (which determination shall be final and conclusive, absent manifest error) that either (i) (A) the circumstances set forth in Section 5.2.(a) have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 5.2.(a) have not arisen but the applicable supervisor or administrator (if any) of LIBOR or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying the specific date after which LIBOR shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans in Dollars in the foregoing U.S. market, then the Agent and the Borrower shall endeavor to choose a replacement index for LIBOR and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in LIBOR based interest rate in effect prior to its replacement. (c) The Agent, the Borrower and the Guarantors shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 2.14(c13.6.), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (Cleveland, Ohio time) but not otherwise defined herein on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Lenders, unless the Agent receives, on or before such tenth (10th) Business Day, a written notice from the Requisite Lenders stating that such Lenders object to such amendment. As a condition to such amendment becoming effective, Borrower shall provide evidence reasonably satisfactory to Agent that Borrower is and will be in compliance with the requirement of Section 8.16. to have an Interest Rate Hedge in place with respect to the following meanings:replacement index.

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 Term SOFR Loan or a Daily Simple SOFR Loan, conversion to or continuation of Term SOFR Loans or Daily Simple 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 for (A) a Borrowing of, conversion to or continuation of a Term SOFR Loan into a request for a Borrowing of or conversion to (x) Daily Simple SOFR Loans so long as Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) ABR Loans if Daily Simple SOFR is the subject of a Benchmark Transition Event and (B) a Borrowing of, or conversion to, Daily Simple SOFR Loans into a request for a Borrowing of ABR Loans. Furthermore, if any Term SOFR Loan or Daily Simple SOFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the relevant rate applicable to such Loan, then until such time as a given Benchmark or Adjusted Replacement is implemented pursuant to this Section 2.07(d), (1) a Term SOFR BorrowingLoan 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), convert to, and shall constitute, (ix) a Daily Simple SOFR Loan so long as Daily Simple SOFR is not the Borrower may revoke subject of a Benchmark Transition Event on such day or (y) an ABR Loan if Daily Simple SOFR is the subject of a Benchmark Transition Event on such day and (2) any pending request for Daily Simple SOFR Loan shall on such day convert to, and shall constitute, an Adjusted Term SOFR Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, to be made, converted or continued during ABR Loan. During any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the BorrowerTimken’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (i) the any Borrower may revoke any pending request for an Adjusted Term SOFR a Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Eurocurrency Rate Loans or LIBOR Market Index Rate Loans to be made, converted or continued during any such Benchmark Unavailability Period and, failing that, (x) in the case of any a request for any affected Adjusted Term SOFR Borrowinga Borrowing of, if applicableconversion to or continuation of Loans denominated in Dollars, the such Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, and (ii) in the case of a request for a Borrowing of, conversion to or continuation of Loans denominated in any outstanding affected Adjusted Term SOFR LoansCommitted Currency, if applicable, will such request shall be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16ineffective. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available TenorBenchmark, the component components of the Alternate Base Rate or any other Benchmark that are based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate or such other Benchmark. (i) Section 6.17. Section 6.17 of the Alternate Base RateCredit Agreement is hereby amended by replacing all instances of the text “EEA Financial Institution” with the text “Affected Financial Institution”. (j) Section 8.03(a). Capitalized terms used Section 8.03(a) of the Credit Agreement is amended in its entirety to read as follows: (a) Priority Debt at any one time outstanding not to exceed (i) during the foregoing Covenant Relief Period, ten percent (10%) of total assets of Timken and its Subsidiaries on a consolidated basis and (ii) at all other times, seventeen percent (17%) of total assets of Timken and its Subsidiaries on a consolidated basis; (k) Section 2.14(c) but not otherwise defined herein shall have 8.06. Section 8.06 of the following meaningsCredit Agreement is hereby amended to read as follows:

Benchmark Unavailability Period. Upon the Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (i1) the Administrative Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing a Borrowingborrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, (as applicable) LIBOR RateSOFR Loans or ▇▇▇▇▇ Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (1I) in the case respect of any request for any affected Adjusted Term SOFR BorrowingLIBOR RateSOFR Loans, if applicable, the Administrative Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a Borrowingborrowing of or conversion to ABR Loans in the amount specified therein, Base Rate Loans; (ii2II) any outstanding affected Adjusted Term SOFR Loans, if applicable, Loan will be deemed to have been converted into ABR to Base Rate Loans at the end of the applicable Interest Period, (III) in the case of any request for a ▇▇▇▇▇ Rate Loan then such request shall be ineffective; and (3IV) any outstanding ▇▇▇▇▇ Rate Loans, at Administrative Borrower’s election, shall either (ix) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (iiy) be prepaid in full immediately; provided that if no election is made by Administrative Borrower by the date that is three (3) Business Days after receipt by Administrative Borrower of such notice, Borrowers shall be deemed to have elected clause (ix) above. 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 2.162.12(b)(ii). During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted [[7993221]] Term SOFR Borrowing, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period Period, with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (iA) the Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing a borrowing of, conversion Conversion to or continuation Continuation of Adjusted Term LIBORany affected SOFR Loans, in each case, Loans to be made, converted Converted or continued Continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted Converted any such request into a request for an ABR Borrowing a borrowing of or conversion Conversion to ABR Base Rate Loans(x) if such Benchmark Unavailability Period is not with respect to Adjusted Daily Simple SOFR, Daily Simple SOFR Loans, or (y) if such Benchmark Unavailability Period is with respect to Adjusted Daily Simple SOFR, Base Rate Loans in the amount specified therein, and (iiB) any outstanding affected Adjusted Term SOFR Loans, if applicable, Loans will be deemed to have been converted into ABR Converted to Daily Simple SOFR Loans or Base Rate Loans, as applicable, in each case, (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. Upon During any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any theany then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in Upon the foregoing Section 2.14(c) but not otherwise defined herein shall have Borrower’s receipt of notice of the following meanings:commencement of a Benchmark Unavailability Period with respect to a given Benchmark, no Revolving Lender that has outstanding a Bid Rate Quote with

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for a Loan or an Adjusted Term SOFR Borrowing ofissuance of a Letter of Credit, in each case, accruing Interest atbearing interest based on such Benchmark,rate or a conversion to or continuation of Adjusted a Loan or a Letter of Credit, as the case may be, accruing Interest at the Term SOFR Loans, in each case, Ratebearing interest based on such rate to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a Base Rate Loan or Letter of Credit, a conversion of Loans to ABR Loans, or a conversion of Letters of Credit to Letters of Credit, in each case, accruing Interest at the Base Rate, and, for the avoidance of doubt, all outstanding Loans in and Letters of Credit accruing Interest at the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR LoansRate shall automatically be converted to Loansto a Base Rate Loan or LettersLetter of Credit, if as applicable, will be deemed to have been converted into ABR Loans accruing Interest at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16Base Rate. During a anya Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted a Term SOFR Borrowing ofBenchmark Loan or RFR Loan, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted (1) any such request for a Term Benchmark Loan into a request for an ABR Borrowing a Base Rate Loans or conversion to ABR Loans in the amount specified therein, (ii2) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted such request for an RFR Loan into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16a request for a Base Rate Loan. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the foregoing date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.14(c5.8(c), (1) but not otherwise defined herein any Term Benchmark Loan shall have on the following meanings:last day of the Interest Period applicable to such Loan be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan and (2) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing a borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each casewhich bear interest at a rate based upon such then-current Benchmark, to be made, converted or continued during any Benchmark Unavailability Period for such then-current Benchmark and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Loans to, (i) for a Benchmark Unavailability Period in the amount specified thereinrespect of Term ▇▇▇▇▇, Daily Compounded ▇▇▇▇▇ Loans, (ii) any for a Benchmark Unavailability Period in respect of CDollars for a Benchmark other than Term ▇▇▇▇▇, Prime Rate Loans, and (iii) for a Benchmark Unavailability Period in respect of USDollars, US Base Rate Loans. Any outstanding affected Adjusted Term SOFR ▇▇▇▇▇ Loans, if applicable, Daily Compounded ▇▇▇▇▇ Loans and SOFR Loans will be deemed to have been converted into ABR to Daily Compounded ▇▇▇▇▇ Loans, Prime Rate Loans and US Base Rate Loans, respectively, at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-then- current Benchmark is not an Available Tenor, the component of the Alternate Prime Rate or US Base Rate Rate, as applicable, based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:the

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted a Term SOFR Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified therein, therein and (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (i) the Borrower Borrowers may revoke any pending request for an Adjusted a Term SOFR Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (A) in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower Borrowers will be deemed to have converted any such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified thereintherein and (B) in the case of any request for any affected Eurocurrency Rate Borrowing, if applicable, then such request shall be ineffective and (iiii)(A) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period or (B) any outstanding affected Eurocurrency Term Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Euros) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period. 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 2.162.14. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted Term the applicable SOFR Borrowing Rate Advance of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Floating Rate Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the Adjusted Term SOFR (or then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, ) will not be used in any determination of the Alternate Base Rate. Capitalized Lending Installations. Each Lender may book its Loans at any Lending Installation selected by such Lender and may change its Lending Installation from time to time; provided that (a) The Borrower shall be permitted to replace any Lender which (a) shall be owed amounts pursuant to Sections 3.1, 3.2 or 3.5, (b) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, (c) cannot maintain its SOFR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, or (d) is a Defaulting Lender, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 3.4 if any SOFR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender or an Approved Bank, and the terms used and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent (and no such replacement bank or financial institution shall be an Ineligible Institution), (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that (b) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment or waiver that, pursuant to the terms of Section 8.2, requires the consent of such Lender and with respect to which the Required Lenders or a Majority in Interest, as applicable, have granted their consent, then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and, if not already a Lender or an Approved Bank, the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an assignment substantially in the foregoing form of Exhibit B and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of Section 2.14(c12.3, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement all interest, fees and other amounts then accrued but unpaid to such Non- Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation, payments due to such Non-Consenting Lender under Sections 3.2 and 3.5. Usury. This Agreement and each Note are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If by the terms of this Agreement or the Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the interest rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not otherwise defined herein shall have on account of the following meanings:interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

Benchmark Unavailability Period. Upon Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementationUpon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingReplacement)Unavailability Period, if (i) the athe Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing a borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, a Benchmark Loan to be made, converted or continued during any Benchmark Unavailability Period andoccurs or (ii) a relevant setting ofand, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified therein, Base Rate Loan and (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, Benchmark Loans will be deemed to have been converted into ABR to Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not temporarily unavailable due to a systemic market disruption, as determined by the Deal Agent in its reasonable discretion, then the Deal Agent will utilize the last available setting ofnot an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is untilor such time as (A) the subject of such Benchmark Unavailability Period ends or such tenor (B) the source and/or publisher of the then-current Benchmark resumes timely publication oftenor for such Benchmark’s settings, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted a Term SOFR Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Adjusted Term SOFR LoansBenchmark Advances or RFR Advances, as applicable, in each case, affected Currency to be made, ‑76‑ FILENAME converted or continued during any Benchmark Unavailability Period and, failing that, (i) in the case of any a request for any affected Adjusted Term SOFR a Dollar Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified thereina Base Rate Loan, and (ii) any outstanding affected Adjusted in the case of a request for a Term SOFR LoansBenchmark Borrowing other than in Dollars or a RFR Borrowing, if applicable, will the Term Benchmark Rate for such Term Benchmark Borrowing or Daily Simple RFR for such RFR Borrowing shall be deemed to have been converted into ABR Loans at the end a rate quoted as being representative of the cost to each Lender to fund its pro rata share of such Term Benchmark Borrowing or RFR Borrowing, as applicable Interest Period. Upon any (from whatever source and using whatever representative methodologies as such prepayment or conversionLender may select in its reasonable discretion), which each Lender shall provide to the Borrower Administrative Agent, and the Administrative Agent shall also pay accrued interest on provide to the amount so prepaid or convertedBorrower, together with any additional amounts required pursuant within five (5) Business Days of the Borrower’s request to Section 2.16the Administrative Agent therefor. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Borrower’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (i) the Borrower Borrowers may revoke any pending request for an Adjusted Term SOFR Borrowing a borrowing of, conversion Conversion to or continuation of Adjusted Term SOFR Loans, in each casewhich bear interest at a rate based upon such then-current Benchmark, to be made, converted or continued during any Benchmark Unavailability Period for such then-current Benchmark and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the applicable Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion Conversion to, (i) for a Benchmark Unavailability Period in respect of Canadian Dollars to ABR Loans in the amount specified thereinCanadian Borrower, Prime Rate Loans, (ii) any for a Benchmark Unavailability Period in respect of US Dollars to the Canadian Borrower, Base Rate Loans, and (iii) for a Benchmark Unavailability Period in respect of US Dollars to the US Borrower, US Prime Rate Loans. Any outstanding affected Adjusted Term CORRA Loans and SOFR Loans, if applicable, Loans will be deemed to have been converted into ABR to Prime Rate Loans, Base Rate Loans and US Prime Rate Loans, as applicable, at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Prime Rate, Base Rate or US Prime Rate, as applicable, based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Prime Rate, Base Rate or US Prime Rate. Capitalized terms used in , as the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:case may be.

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (i) the Borrower Borrowers may revoke any pending request for an Adjusted a Term SOFR Borrowing Benchmark Loan of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Benchmark Loans to be made, converted or continued in the applicable currency during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower Borrowers will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to (i) ABR Loans, if such Benchmark Unavailability Period relates to Loans denominated in the amount specified therein, US Dollars and (ii) any outstanding affected Adjusted Term SOFR Central Bank Rate Loans, if applicablesuch Benchmark Unavailability Period relates to Loans denominated in any Alternative Currency; provided that, will if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency is also subject to a Benchmark Unavailability Period, then, at the Company’s election, such Loans shall either (A) be converted into ABR Loans denominated in US Dollars (in an amount equal to the US Dollar Equivalent of such Alternative Currency) immediately or (B) be prepaid in full promptly following request therefor from the Administrative Agent; provided that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrowers of such notice, the Borrowers shall be deemed to have been converted into ABR elected clause (A) above. With respect to Loans at the end of the applicable Interest Period. Upon denominated in Dollars, during any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available TenorPeriod, the component of the Alternate Base Rate ABR based upon the then-current Facility Term Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:ABR.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR a EurodollarTerm Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, EurodollarTerm Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request for a Term Benchmark Borrowing into a request for an ABR a Borrowing of or conversion to ABR Loans in Loans(A) an RFR Borrowing so long as the amount specified therein, Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (iiB) any outstanding affected an ABR Borrowing if the Adjusted Term Daily Simple SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at is the end subject of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16a Benchmark Transition Event. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in Furthermore, if any EurodollarTerm Benchmark Loan or RFR Loan is outstanding on the foregoing date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect such Eurodollarto a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.14(c2.14, then(1) but 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 otherwise defined herein a Business Day), such Loan shall have be converted by the following meanings:Administrative Agent to, and shall constitute, an ABR Loan on such

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (iA) the Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing a borrowing of, conversion Conversion to or continuation Continuation of Adjusted Term any affected SOFR Loans, in each case, Loans to be made, converted Converted or continued Continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted Converted any such request into a request for an ABR Borrowing a borrowing of or conversion Conversion to ABR (x) if such Benchmark Unavailability Period is not with respect to Adjusted Daily Simple SOFR, Daily Simple SOFR Loans, or (y) if such Benchmark Unavailability Period is with respect to Adjusted Daily Simple SOFR, Base Rate Loans in the amount specified therein, and (iiB) any outstanding affected Adjusted Term SOFR Loans, if applicable, Loans will be deemed to have been converted into ABR Converted to Daily Simple SOFR Loans or Base Rate Loans, as applicable, in each case, (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. Upon During any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in Upon the foregoing Section 2.14(c) but not otherwise defined herein Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, no Revolving Lender that has outstanding a Bid Rate Quote with respect to a Bid Rate Loan the interest rate on which is determined on the basis of such Benchmark shall have the following meanings:be under any obligation to make such Loan.

Benchmark Unavailability Period. Upon the BorrowerSeller’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower Seller may revoke any pending request for an Adjusted Term SOFR Borrowing ofInvestment Request for, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Capital to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower Seller will be deemed to have converted any such request Investment Request into a request for an ABR Borrowing Investment of Capital or conversion to ABR Loans in Capital accruing yield at: (i) the amount specified thereinAdjusted Daily Simple SOFR if Adjusted SMIR is the subject of a Benchmark Unavailability Period, or (ii) any outstanding affected the Base Rate if the Adjusted Term Daily Simple SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at is the end subject of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to Period. During any Benchmark Unavailability Period or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in Furthermore, if any Capital is outstanding on the foregoing date of the Seller’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.14(c5.06, any Capital shall, on the last day of the Yield Period applicable to such Capital (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, Capital accruing yield at (i) but not otherwise defined herein shall have the following meanings:Adjusted Daily Simple SOFR if Adjusted SMIR is the subject of a Benchmark Unavailability Period, or (ii) the Base Rate if the Adjusted Daily Simple SOFR is the subject of a Benchmark Unavailability Period.

Benchmark Unavailability Period. Upon If no LIBOR Successor Rate has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), then (x) the LIBOR Successor Rate may be determined by the Required Lenders and the Borrower, subject to the consent by the Administrative Agent (not to be unreasonably withheld), or (y) to the extent the Administrative Agent determines in good faith that the consents referenced in the preceding clause (x) are not attainable following commercially reasonable efforts to obtain such consents, a comparable successor rate that is the prevailing market standard for credit agreements of this type for the replacement of or successors to the eurodollar rate in the U.S. syndicated loan market as reasonably determined by the Administrative Agent (in consultation with the Borrower), and the Administrative Agent shall promptly notify each Lender of such amendment. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended (to the extent of the affected LIBOR Loans or Interest Periods), and (y) the Adjusted LIBOR Rate component shall no longer be utilized in determining ABR. UponUpon the Borrower’s receipt of such notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR a Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, LIBOR Loans (to be the extent of the affected LIBOR Loans or Interest Periods) orbe made, converted or continued during any such Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-96- US-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:DOCS\118329784.▇▇▇▇▇▇▇▇▇▇.6

Benchmark Unavailability Period. Upon the Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (i) the Administrative Borrower may revoke any pending request for an Adjusted Term SOFR a LIBOR Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, (as applicable) LIBOR Rate Loans or ▇▇▇▇▇ Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (1) in the case respect of any request for any affected Adjusted Term SOFR BorrowingLIBOR Rate Loans, if applicable, the Administrative Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans Base Rate Loans; (2) in the case of any request for a ▇▇▇▇▇ Rate Loan then such request shall be ineffective; and (3) any outstanding ▇▇▇▇▇ Rate Loans, at Administrative Borrower’s election, shall either (i) be converted into Base Rate Loans denominated in Dollars (in an amount specified therein, equal to the Dollar Equivalent of such Alternative Currency) immediately or (ii) any outstanding affected Adjusted Term SOFR Loansbe prepaid in full immediately; provided that if no election is made by Administrative Borrower by the date that is three (3) Business Days after receipt by Administrative Borrower of such notice, if applicable, will Borrowers shall be deemed to have been converted into ABR Loans at the end of the applicable Interest Periodelected clause (i) above. 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 2.162.12(b)(ii). During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the thenLIBOR Ratethen-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR a Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, Eurodollar Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Base Rate Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available TenorPeriod, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, Eurodollar Rate will not be used in any determination of the Alternate Base Rate. Capitalized terms used ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY 3.01 Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the foregoing Section 2.14(cgood faith discretion of the Administrative Agent or a Loan Party, as applicable) but not otherwise defined herein require the deduction or withholding of any Tax from any such payment by the Administrative Agent or such Loan Party, then the Administrative Agent or such Loan Party, as applicable, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have the following meanings:received had no such deduction or withholding been made.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingPeriod, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR a EurocurrencyTerm Benchmark Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, EurocurrencyTerm Benchmark Loans to be made, converted or continued continued, during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request for a Term Benchmark Borrowing into a request for an ABR a Borrowing of or conversion to an ABR Loans in LoansBorrowing if the amount specified therein, (ii) any outstanding affected Adjusted Term Daily Simple SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at is the end subject of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16a Benchmark Transition Event. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate ABR based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark Loan is outstanding on the Alternate Base Rate. Capitalized terms used in date of the foregoing Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the Adjusted Term SOFR Rate applicable to such Term Benchmark Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.14(c2.14, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute, (x) but an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not otherwise defined herein shall have the following meanings:subject of a Benchmark Transition Event or (y) an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR Borrowingfor Dollar, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR a Borrowing of, conversion to or continuation of Adjusted Term SOFR Benchmark 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 Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Upon the commencement of a Benchmark Unavailability Period with respect to a Benchmark for any currency other than Dollar, the Borrower may revoke any pending request for such Borrowing of, conversion to or continuation of such Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any then such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified therein, (ii) shall be ineffective and any outstanding affected Adjusted Term SOFR Loans, if applicablein each case, will denominated in an Alternative Currency, at the Borrower’s election, shall either (I) be deemed to have been converted into ABR Loans Base Rate denominated in Dollars (in an amount equal to the Dollar Amount of such Alternative Currency) or (II) be prepaid in full immediately or at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon notice to the Borrower’s receipt of notice Borrower by the Administrative Agent in accordance with Article XV of the commencement of a Benchmark Unavailability Period and until a Benchmark Replacement is determined in accordance with respect to a given Benchmark or Adjusted Term SOFR Borrowingthis Section 4.8(c), (iA) the Borrower may revoke any pending request for an Adjusted Term a borrowing of SOFR Borrowing ofLoans, or any request for the conversion to or continuation of Adjusted Term SOFR Loans, in each case, Loans to be made, converted or continued during any Benchmark Unavailability Period at the end of the applicable Interest Period, and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request at the end of the applicable Interest Period into a request for an ABR Borrowing a borrowing of or conversion to ABR Loans in the amount specified thereinBase Rate Loans, (iiB) any outstanding affected Adjusted Term SOFR Loans, if applicable, Loans will be deemed to have been converted into ABR to Base Rate Loans at the end of the applicable Interest PeriodPeriod and (C) any outstanding affected Daily Simple SOFR Loans will be deemed to have been immediately converted to Base Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.164.4. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

Benchmark Unavailability Period. Upon the Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark or Adjusted Term SOFR BorrowingBenchmark, (iI) the Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing a borrowing of, conversion to or continuation of Adjusted Term SOFR Non-Base Rate Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the Applicable Currency and, failing that, (1) in the case of any request for any affected Adjusted Term SOFR BorrowingNon-Base Rate Loans, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the Applicable Currency in the amount specified thereintherein and (2) in the case of any request for any affected Non-Base Rate Loan, (ii) then such request shall be ineffective and any outstanding affected Adjusted Term SOFR Non-Base Rate Loans, if applicable, denominated in the Applicable Currency will be deemed to have been converted into ABR Base Rate Loans in the Applicable Currency at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.162.12(b)(ii). During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:.

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 Term SOFR Loan or a Daily Simple SOFR Loan, conversion to or continuation of Term SOFR Loans or Daily Simple 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 for (A) a Borrowing of, conversion to or continuation of a Term SOFR Loan into a request for a Borrowing of or conversion to (x) Daily Simple SOFR Loans so long as Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) ABR Loans if Daily Simple SOFR is the subject of a Benchmark Transition Event and (B) a Borrowing of, or conversion to, Daily Simple SOFR Loans into a request for a Borrowing of ABR Loans. Furthermore, if any Term SOFR Loan or Daily Simple SOFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the relevant rate applicable to such Loan, then until such time as a given Benchmark or Adjusted Term SOFR Borrowing, (i) the Borrower may revoke any pending request for an Adjusted Term SOFR Borrowing of, conversion to or continuation of Adjusted Term SOFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified therein, (ii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required Replacement is implemented pursuant to Section 2.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Facility Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Capitalized terms used in the foregoing Section 2.14(c) but not otherwise defined herein shall have the following meanings:this