Common use of Unavailability of Tenor of Benchmark Clause in Contracts

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

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial BenchmarksBenchmarks (the “IOSCO Principles”), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition, including, for the avoidance of doubt, Section 2.9) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) IOSCO Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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

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

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

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), ) (iA) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rateor LIBOR) and either (A1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, in its reasonable discretion or (B2) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksno longer representative, then the Administrative Agent, in consultation with the Borrower, Required Lenders may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (iiB) if a tenor that was removed pursuant to clause (iA) above either (A1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B2) is not, or is no longer, subject to an announcement that it is not or will not no longer be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Required Lenders may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor, and the Required Lenders shall notify the Disbursing Agent of any such modification. In the event that the applicable Benchmark is not available on any determination date, then unless the Disbursing Agent is notified of a replacement Benchmark in accordance with the provisions of this Agreement within two (2) Business Days, the Disbursing Agent shall use the interest rate in effect for the immediately prior Interest Period.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a any then-current applicable Benchmark is a term rate (including the Term SOFR Reference RateRate and EURIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksno longer representative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B2) is not, or is no longer, subject to an announcement that it is not or will not no longer be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Basic Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference RateSOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with of the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with of the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. Neither the Owner Trustee nor the Paying Agent shall be (i) responsible for making decisions or determinations in connection with any Benchmark Replacement or Benchmark Transition Event or (ii) have any liability for any determination, decision or election made by or on behalf of the Administrative Agent or the Borrower in connection with a Benchmark Transition Event or a Benchmark Replacement. Each Lender shall be deemed to waive and release any and all claims against the Owner Trustee and the Paying Agent relating to any such determination, decision or election by the Administrative Agent or the Borrower.

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

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Document, at At any time (including in connection with the implementation of a Benchmark Replacement), (ix) if a the then-current Benchmark is a term rate (including Adjusted Term SOFR, the Term SOFR Adjusted LIBO Rate, EURIBO Screen Rate, AUD Bank Bill Reference Rate, CDOR Rate or NZD Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar BUSINESS.29745768.5 or analogous definition) for any Benchmark settings at or after such time to remove any tenor of such unavailable, non-representative, non-compliant Benchmark that is unavailable or non-aligned tenor representative for Benchmark (including Benchmark Replacement) settings and (iiy) if a tenor that was removed pursuant to clause (ix) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate any such previously removed tenortenor for Benchmark (including Benchmark Replacement) settings.

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative AgentAgent (acting at the direction of the Majority Lenders, in consultation with the Borrower, in its reasonable discretion acting reasonably) or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) IOSCO Principles for Financial Benchmarks, then the Administrative AgentAgent (acting at the direction of the Majority Lenders, in consultation with the Borrower, acting reasonably) may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) IOSCO Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with Agent (acting at the Borrower, direction of the Majority Lenders) may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. Any modification of an “Interest Period” shall be promptly notified to the Borrower (but in no event two (2) Business Days after such modification has been adopted).

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Document, at At any time (including in connection with the implementation of a Benchmark Replacement), ) (iA) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion in consultation with Borrower or (B2) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent, Agent in consultation with the Borrower, Borrower may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (iiB) if a tenor that was removed pursuant to clause (iA) above either (A1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B2) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, Agent in consultation with the Borrower, Borrower may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Documentdocument, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference RateSOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Company in its reasonable discretion discretion, or (B) the administrator administration of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative AgentCompany, in consultation with the Borrowerconsent of the Floating Rate Required Holders, may modify the definition of “Floating Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor tenor; provided that the Floating Rate Required Holders shall be deemed to have consented to any such modification unless they shall object thereto by written notice to the Company within ten (10) Business Days after having received notice thereof; and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative AgentCompany, in consultation with the Borrowerconsent of the Floating Rate Required Holders, may modify the definition of “Floating Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor; provided that the Floating Rate Required Holders shall be deemed to have consented to any such modification unless they shall object thereto by written notice to the Company within ten (10) Business Days after having received notice thereof.

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

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative AgentAgent may, in consultation with the Borrowerprior written consent of the Borrower (such consent not to be unreasonably withheld, may delayed or conditioned) modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation Agent may with the Borrowerprior written consent of the Borrower (such consent not to be unreasonably withheld, may delayed or conditioned) modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark ReplacementReplacement for Credit Extensions denominated in Dollars), (iA) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rateor LIBOR (for Dollar deposits)) and either (A1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B2) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksno longer representative, then the with respect to all Credit Extensions denominated in Dollars, Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings for Credit Extensions denominated in Dollars at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (iiB) if a tenor that was removed pursuant to clause (iA) above either (A1) is subsequently displayed on a screen or information service for a Benchmark for Credit Extensions denominated in Dollars (including a an applicable Benchmark Replacement) or (B2) is not, or is no longer, subject to an announcement that it is not or will not no longer be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark for Credit Extensions denominated in Dollars (including a an applicable Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time for Credit Extensions denominated in Dollars to reinstate such previously removed tenor.

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

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (ix) if a then-current Benchmark is a term rate (including the Term SOFR Reference Rateor a Relevant LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark (1) is not no longer representative or will not no longer be representative as of a specified date or in compliance with (2) will cease to be provided by the administrator permanently or aligned with the International Organization indefinitely as of Securities Commissions (IOSCO) Principles for Financial Benchmarksa specified date, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any setting of such Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned affected tenor and (iiy) if a tenor that was removed pursuant to clause (ix) above either (A) is subsequently displayed on a screen or information service for a such Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not no longer or will not no longer be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a such Benchmark (including a Benchmark Replacement)) or will cease to be provided by the administrator, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all settings of such Benchmark settings at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a then-the then current Benchmark for amounts denominated in a given currency is a term rate (including the Term SOFR Reference Rate, the Adjusted CDOR Rate or the Adjusted EURIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor with respect to such Benchmark and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a such Benchmark (including a Benchmark ReplacementReplacement therefor) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a such Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings for amounts denominated in the applicable Currency at or after such time to reinstate such previously removed tenortenor for such Benchmark.

Unavailability of Tenor of Benchmark. Notwithstanding AtNotwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (iiA) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and or USD LIBOR or any alternate rate selected in an Early Opt-in Electionand either (A1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B2) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (iiB) if a tenor that was removed pursuant to clause (iA) above either (A1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B2) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative AgentAgent may remove any tenor of such Benchmark that is unavailable or non-representative for such Benchmark (including any Benchmark Replacement) settings and (ii) if such tenor becomes available or representative, in consultation with the Borrower, Administrative Agent may modify reinstate anymodify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenortenor for such Benchmark (including any Benchmark Replacement) settings.

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference or the LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by (including the Administrative AgentLIBO Screen, in consultation with the Borrower, in its reasonable discretion if applicable) or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksno longer representative, then the Administrative Agent, in consultation with the Borrower, Required Lenders may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service (including the LIBO Screen, if applicable) for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not no longer be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Required Lenders may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor, and the Required Lenders shall promptly notify the Administrative Agent and the Lead Borrower of any such modification. In the event that the applicable Benchmark is not available on any determination date, then unless the Administrative Agent is notified of a replacement Benchmark in accordance with the provisions of this Agreement within two (2) Business Days, the Administrative Agent shall use the interest rate in effect for the immediately prior Interest Period.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR SOFR, the Adjusted LIBO Rate or the One Month LIBOR Index Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksno longernot be representative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not no longernot be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a any then-current Benchmark is a term rate (including the Term SOFR Reference Rate, the Term ▇▇▇▇▇ Reference Rate, ▇▇▇▇▇▇▇, ▇▇▇▇▇, BBSW or HIBOR) and either (Ax) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (By) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant noncompliant or non-aligned nonaligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (Ax) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (By) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding AtNotwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a theany then-current Benchmark is a term rate (including the Term SOFR Reference or USD LIBOR or any alternate rate selected in an Early Opt-in Election), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for such Benchmark (including any Benchmark Replacement) settings and (ii) if such tenor becomes available or representative, the Administrative Agent may reinstate anyReference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance incompliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenortenor for such Benchmark (including any Benchmark Replacement) settings.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Other Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the BSBY or Term SOFR Reference RateSOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion discretion, (B) the administrator of such Benchmark or a Governmental Authority having jurisdiction over such administrator with respect to its publication of such Benchmark or a Governmental Authority having jurisdiction over Agent or any Lender, in each case acting in such capacity, has provided a public statement or publication of information identifying a specific date after which any tenor shall or will no longer be made available, or permitted to be used for determining, the interest rate of Dollar-denominated loans, or (BC) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a one or more public statement statements or publication publications of information (including by means of a technical note published on the BSBY Website) announcing or indicating in effect, that any tenor for such Benchmark is not or will not be representative or in compliance that a BSBY Final Step Event has occurred with or aligned with the International Organization respect to any tenor of Securities Commissions (IOSCO) Principles for Financial Benchmarkssuch Benchmark, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant impacted or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) ), or (B) is not, not (or is no longer, ) subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement)described above, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark for a Currency is a term rate (including the Term SOFR Reference Rate or a Eurocurrency Rate) and either (Ax) any tenor for such Benchmark for such Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (By) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark for such Currency is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings for such Currency at or after such time to remove such unavailable, non-representative, non-compliant noncompliant or non-aligned nonaligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (Ax) is subsequently displayed on a screen or information service for a Benchmark for such Currency (including a Benchmark Replacement) or (By) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark for such Currency (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings for such Currency at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Lender in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, or (C) a Prime Rate Transition Event has occurred, then the Administrative Agent, in consultation with the Borrower, Lender may modify the any concept or definition of “Interest Accrual Periodinterest period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial B Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Lender may modify the definition of “Applicable Interest Accrual PeriodRate” and/or any concept or definition of “interest period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator administration of such Benchmark or the regulatory supervisor for the administrator of such Benchmark ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.. Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark for a Currency is a term rate (including the Term SOFR Reference Rate or the applicable Adjusted Term Benchmark Rate) and either (A) any tenor for such Benchmark for such Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark for such Currency is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings for such Currency at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark for such Currency (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark for such Currency (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or 73 Revolving Credit Agreement analogous definition) for all Benchmark settings for such Currency at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding AtNotwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) (i)(i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rateor Eurodollar Base Rate)Rate) and either (AA)(A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (BB)(B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksno longer representative, then the Administrative Agent, in consultation with the Borrower, Agent may modify remove any tenor of suchmodify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings that issettings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned tenor representative fortenor and (iiii)(ii) if a tenor that was removed pursuant to clause (i) above either (A) is A)(A)is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or settings and (B) is ii)or (B)(B)is not, or is no longer, subject to an announcement that it is not or will not no longer be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate any such previously removed tenortenor for Benchmark (including Benchmark Replacement) settings.

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Document, at any time (including in connection with the implementation of a Benchmark Replacement), (ix) if a any then-current Benchmark is a term rate (including the Term SOFR Reference RateSOFR, Term ▇▇▇▇▇ or any other Applicable Index that is a term rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in its reasonable discretion in consultation with the Borrower, in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (iiy) if a tenor that was removed pursuant to clause (ix) above either either (A1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all allany Benchmark settings at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a then-the then‐ current Benchmark is a term rate (including the Term SOFR Reference Rate, the EURIBO Rate, or the CDOR Screen RateTerm ▇▇▇▇▇) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion and consistent with such selection generally under other syndicated credit facilities for which BMO acts as administrative agent or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative AgentAgent may, in consultation with the Borrower, may its reasonable discretion modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (iiA) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) or based on a term rate and either (AAI) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (BBII) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not no longer be representative compliant with, or in compliance with or the administrator of such Benchmark fails to be aligned with with, the International Organization of Securities Commissions (IOSCO) Principles for Financial BenchmarksBenchmarksnot be representative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Accrual Period” or “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor alignedunavailable or non-representative tenor; and (iiiiB) if a tenor that was removed pursuant to clause (iiA) above either (AAI) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (BBII) is not, or is no longer, subject to an announcement that it is not or will not no longer be representative compliant with, or in compliance with or the administration of such Benchmark fails to be aligned with with, the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks Benchmarksnot be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Accrual Period” or “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a then-the then‐ current Benchmark is a term rate (including the Term SOFR Reference Rate, the EURIBO Rate, or Term ▇▇▇▇▇) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion and consistent with such selection generally under other syndicated credit facilities for which BMO acts as administrative agent or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative AgentAgent may, in consultation with the Borrower, may its reasonable discretion modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a theany then-current Benchmark is a term rate (including the Term SOFR Reference or USD LIBORReference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark or a Relevant Governmental Body has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be no longernot be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailableunavailable or, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not no longernot be representative or in compliance incompliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference or the LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksno longer representative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings (which shall be deemed modified upon the Administrative Agent providing written notice thereof (which may be via email) to the Borrower and the Lenders) at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not no longer be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings (which shall be deemed modified upon the Administrative Agent providing written notice thereof (which may be via email) to the Borrower and the Lenders) at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the the(d) contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a any then-current Benchmark is a term rate (including the Term SOFR or the Applicable Reference RateRate or CDOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksno longer representative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not no longer be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.. Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice(e) of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers may revoke any request for a borrowing of, Conversion to or Continuation of EurocurrencyTerm SOFR Loans or CDOR Loans, in each case, to be made, Converted or Continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, the Borrowers will be deemed to have converted any such request into(A) in the case of a request for a borrowing of or, Conversion to (i) with respect to any such Eurocurrencyor Continuation of Loans denominated in United States Dollars, the Borrowers will be deemed to have converted any such request into a request for a borrowing of or Conversion to Base Rate Loans and (ii) with respect to any such EurocurrencyB) in the case of a request for a borrowing of, Conversion to or Continuation of Loans denominated in Canadian Dollars, Prime USActive 56005294.956005294.16-178-

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Document, at At any time (including in connection with the implementation of a Benchmark Replacement), ) (iA) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, Agent in its reasonable discretion in consultation with the Borrower, in its reasonable discretion Borrower or (B2) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent, Agent in consultation with the Borrower, Borrower may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (iiB) if a tenor that was removed pursuant to clause (iA) above either (A1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B2) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, Agent in consultation with the Borrower, Borrower may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark for a Currency is a term rate (including the Term SOFR Reference Rate, the Term ▇▇▇▇▇ Reference Rate or the applicable Adjusted Term Benchmark Rate) and either (A) any tenor for such Benchmark for such Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark for such Currency is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings for such Currency at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a 763013574 21680120763013574.7 tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark for such Currency (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark for such Currency (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings for such Currency at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a any then-current Benchmark is a term rate (including the Term SOFR Reference Rate, ▇▇▇▇▇▇▇, ▇▇▇▇▇, CDOR, BBSW or HIBOR) and either (Ax) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (By) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant noncompliant or non-aligned nonaligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (Ax) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (By) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Document, at any time (including in connection with the implementation of a Benchmark Replacement), (ix) if a any then-current Benchmark is a term rate (including Term SOFR, the Term SOFR ▇▇▇▇▇ Reference RateRate or any other Applicable Index that is a term rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in its reasonable discretion in consultation with the Borrower, in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (iiy) if a tenor that was removed pursuant to clause (ix) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all allany Benchmark settings at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rateor LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksno longer representative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not no longer be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor, provided that to the extent administratively and operationally feasible, the Administrative Agent shall use commercially reasonable efforts to ensure that any Benchmark Replacement Rate and any Benchmark Replacement Conforming Changes shall meet the standards set forth in Proposed Section 1.1001-6 of the United States Treasury Regulations (or any successor or final version of such regulation) so as not to be treated as a “modification” (and therefore an exchange) of this Agreement for purposes of Section 1.1001-3 of the United States Treasury Regulations, it being understood that for these purposes, the substantially equivalent fair market value requirement of Proposed Treasury Regulations 1.1001-6(b)(2) shall be deemed satisfied, and it being further understood that the Administrative Agent shall not be required to take any action under this provision that would cause it any commercially unreasonable burden as determined in good faith by the Administrative Agent.

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Documentdocument, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference RateSOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Company in its reasonable discretion discretion, or (B) the administrator administration of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative AgentCompany, in consultation with the Borrowerconsent of the Required Holders, may modify the definition of “Floating Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor tenor; provided that the Required Holders shall be deemed to have consented to any such modification unless they shall object thereto by written notice to the Company within ten (10) Business Days after having received notice thereof; and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative AgentCompany, in consultation with the Borrowerconsent of the Required Holders, may modify the definition of “Floating Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor; provided that the Required Holders shall be deemed to have consented to any such modification unless they shall object thereto by written notice to the Company within ten (10) Business Days after having received notice thereof .

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark for a Currency is a term rate (including the Term SOFR Reference or the Adjusted Eurocurrency Rate) and either (A) any 742026061 21680120 tenor for such Benchmark for such Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark for such Currency is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksno longer representative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings for such Currency at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark for such Currency (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not no longer be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark for such Currency (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings for such Currency at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding AtNotwithstanding anything to the contrary herein or in any other Facility Documentherein, at any time (including in connection with the implementation of a anya Benchmark Replacement), (i) if a any then-current Benchmark is a term rate (including the Term SOFR SOFR, Reference RateRate or the EURIBO Rate or USD LIBOR)) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, Agent may modify remove any tenor of such Benchmark that ismodify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned tenor representative for Benchmark (including Benchmark Replacement) settings and (ii)tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate any such previously removed tenortenor for Benchmark (including Benchmark Replacement) settings.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Document, at atAt any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rateor USD LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark or a Relevant Governmental Body has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksno longer representative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Tranche Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove suchany tenor of such unavailable, non-representative, non-compliant Benchmark that is unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a afor such Benchmark (including a aany Benchmark Replacement) settings and (ii) if such tenor becomes available or (B) is not, or is no longer, subject to an announcement that it is not or will not no longer be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Tranche Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such suchany previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any the relevant tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any the relevant tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent, in consultation with the Borrower, Agent may modify any applicable definitions (including one or more of the definition definitions of “Interest Accrual Assignee Rate”, “Fixed Period” and “Term SOFR” (or any similar or analogous definition)) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition any of “Interest Accrual Period” such earlier modified definitions (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent, Agent in consultation with the Borrower, may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) USActive 59109857.10 for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rateor USD LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksno longer representative, then the Administrative AgentAgent may, in consultation with the Borrower, may modify the definition of “Interest Accrual Period” (or, in the case of the Overnight Eurodollar Rate or any similar or analogous definitionthe One-month Eurodollar Rate, the interest computation period applicable thereto) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not no longer be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative AgentAgent may, in consultation with the Borrower, may modify the definition of “Interest Accrual Period” (or, in the case of the Overnight Eurodollar Rate or any similar or analogous definitionthe One-month Eurodollar Rate, the interest computation period applicable thereto) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference or the LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by (including the Administrative AgentLIBO Screen, in consultation with the Borrower, in its reasonable discretion if applicable) or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksno longer representative, then the Administrative Agent, in consultation with the Borrower, Required Lenders may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service (including the LIBO Screen, if applicable) for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not no longer be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Required Lenders may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor, and the Required Lenders shall promptly notify the Administrative Agent and the Lead Borrower of any such modification. In the event that the applicable Benchmark is not available on any determination date, then unless the Administrative Agent is notified of a replacement Benchmark in accordance with the provisions of this Agreement within two (2) Business Days, the Administrative Agent shall use the interest rate in effect for the immediately prior Interest Period.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Document, at any time (including in connection with the implementation of a any Benchmark Replacement), (ia) if a any then-current Benchmark is based upon a term rate (including the Term SOFR Reference Rate or the Term C▇▇▇▇ Reference Rate) and either (Ai) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agentby, in consultation with the Borrowercase of the Syndicated Facility, the Agent or, in the case of the Operating Facility, the Operating Lender (as the case may be), in its reasonable discretion discretion, acting reasonably, or (Bii) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agentthen, in consultation with the Borrowercase of the Syndicated Facility, the Agent or, in the case of the Operating Facility, the Operating Lender (as the case may be) may modify the definition of “"Interest Accrual Period” " (or any similar or analogous definition) for any Benchmark settings applicable to such Credit Facility at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (iib) if a tenor that was removed pursuant to clause (ia) above either (Ai) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (Bii) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agentthen, in consultation with the Borrowercase of the Syndicated Facility, the Agent or, in the case of the Operating Facility, the Operating Lender (as the case may be) may modify the definition of “"Interest Accrual Period” " (or any similar or analogous definition) for all Benchmark settings applicable to such Credit Facility at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding AtNotwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) (i)(i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rateor Eurodollar Base Rate)Rate) and either (AA)(A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Designated Agent in its reasonable discretion or (BB)(B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksno longer representative, then the Administrative Agent, in consultation with the Borrower, Designated Agent may modify remove any tenor of suchmodify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings that issettings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned tenor representative fortenor and (iiii)(ii) if a tenor that was removed pursuant to clause (i) above either (A) is A)(A)is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or settings and (B) is ii)or (B)(B)is not, or is no longer, subject to an announcement that it is not or will not no longer be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Designated Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate any such previously removed tenortenor for Benchmark (including Benchmark Replacement) settings.

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

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

Unavailability of Tenor of Benchmark. Notwithstanding AtNotwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a aany then-current Benchmark is a term rate (including the Term SOFR SOFR, Term ▇▇▇▇ or USD LIBOR) Reference Rate, EURIBOR, TIBOR, CDOR, or BBSY) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove any tenor of such unavailable, non-representative, non-compliant Benchmark that is unavailable or non-aligned tenor representative for suchtenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a anya Benchmark Replacement) settings and (ii) if such tenor becomes available or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks representative, for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such anysuch previously removed tenortenor for such Benchmark (including any Benchmark Replacement) settings.

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference or LIBORReference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksno longernot be representative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not no longernot be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor., provided that to the extent administratively and operationally feasible, the Administrative Agent shall use commercially reasonable efforts to ensure that any Benchmark Replacement Rate and any Benchmark Replacement Conforming Changes shall meet the standards set forth in Proposed Section 1.1001-6 of the United States Treasury Regulations (or any successor or final version of such regulation) so as not to be treated as a “modification” (and therefore an exchange) of this Agreement for purposes of Section 1.1001-3 of the United States Treasury Regulations, it being understood that for these purposes, the substantially equivalent fair market value requirement of Proposed Treasury Regulations 1.1001-6(b)(2) shall be deemed satisfied, and it being further understood that the Administrative Agent shall not be required to take any action under this provision that would cause it any commercially unreasonable burden as determined in good faith by the Administrative Agent..

Unavailability of Tenor of Benchmark. Notwithstanding AtNotwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a thea then-current Benchmark is a term rate (including the Term SOFR Reference or USD LIBOR)Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, Agent may modify remove any tenormodify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any settings of such Benchmark settings at that isat or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned tenor representative for Benchmark (including Benchmark Replacement) settings and (ii)tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a such Benchmark (including a Benchmark ReplacementReplacement therefor) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a such Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all settings of such Benchmark settings at or after such time to reinstate any such previously removed tenortenor for Benchmark (including Benchmark Replacement) settings.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) IOSCO Principles for Financial Benchmarks, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Yield Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (ia) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) IOSCO Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Yield Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.. 66

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

Unavailability of Tenor of Benchmark. Notwithstanding AtNotwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a then-current Benchmark is a term rate (including the Term SOFR Reference Rate) , Term ESTR, or Term ▇▇▇▇ or USD LIBOR, or any alternate), and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, Agent in consultation with the Borrower, an Early Opt-in its Election)its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove any tenor of such unavailableBenchmark that is unavailable or, non-representative, non-compliant or non-aligned tenor tenor, and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a sucha Benchmark (including a anya Benchmark Replacement) settings andor (iiB) if such tenor becomes available or (B) representative,is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance incompliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such anysuch previously removed tenor.tenor for such Benchmark (including any Benchmark Replacement) settings..

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a then-the then‐ current Benchmark is a term rate (including the Term SOFR Reference Rate, the EURIBO Rate, or the CDOR Screen Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion and consistent with such selection generally under other syndicated credit facilities for which BMO acts as administrative agent or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative AgentAgent may, in consultation with the Borrower, may its reasonable discretion modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (iiA) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) or based on a term rate and either (AAI) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion discretion, or (BBII) the administrator of such Benchmark or an Governmental Authority having jurisdiction over such administrator with respect to its publication of such Benchmark or a Governmental Authority having jurisdiction over the regulatory Administrative Agent, in each case acting in such capacity, has provided a public statement or publication of information identifying a specific date after which any tenor shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or (C)regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information (including a “Technical Note” published on the BSBY Website) announcing that a BSBY Final Step Event has occurred with respect to any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant impactedunavailable or non-aligned tenor representative tenor,; and (iiiiB) if a tenor that was removed pursuant to clause (iiA) above either (AAI) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (BBII) is notnot (, or is no longer), subject to an announcement that described in clause (i)(B) or clause (i)(C) abovethat it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Document, at any time (including in connection with the implementation of a any Benchmark Replacement), (ia) if a any then-current Benchmark is based upon a term rate (including the Term SOFR Reference Rate or the Term ▇▇▇▇▇ Reference Rate) and either (Ai) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agentby, in consultation with the Borrowercase of the Syndicated Facility or the Term Loan Facility, the Agent or, in the case of the Operating Facility, the Operating Lender (as the case may be), in its reasonable discretion discretion, acting reasonably, or (Bii) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agentthen, in consultation with the Borrowercase of the Syndicated Facility or the Term Loan Facility, the Agent or, in the case of the Operating Facility, the Operating Lender (as the case may be) may modify the definition of “"Interest Accrual Period” " (or any similar or analogous definition) for any Benchmark settings applicable to such Credit Facility at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (iib) if a tenor that was removed pursuant to clause (ia) above either (Ai) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (Bii) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agentthen, in consultation with the Borrowercase of the Syndicated Facility or the Term Loan Facility, the Agent or, in the case of the Operating Facility, the Operating Lender (as the case may be) may modify the definition of “"Interest Accrual Period” " (or any similar or analogous definition) for all Benchmark settings applicable to such Credit Facility at or after such time to reinstate such previously removed tenor.

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Document, at any time (including in connection with the implementation of a Benchmark Replacement), (iix) if a aany then-current Benchmark is a term rate (including the Term SOFR Reference Rateor any other Applicable Index) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in its reasonable discretion in consultation with the Borrower, in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksno longernot be representative, then the Administrative Agent, in consultation with the Borrower, may modify the definition of “Interest Accrual Period” (or for any applicable(or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (iiiiy) if a tenor that was removed pursuant to clause (iix) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not no longernot be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, may modify the definition of “Interest Accrual Period” (or for all applicable(or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding AtNotwithstanding anything to the contrary herein or in any other Facility Documentherein, at any time (including in connection with the implementation of a anya Benchmark Replacement), (i) if a any then-current Benchmark is a term rate (including the Term SOFR SOFR, EURIBOR or USD LIBOR) Reference Rate or the EURIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, Agent may modify remove any tenor of such Benchmark that ismodify the definition of “Interest Accrual Period” (or any similar or analogous AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned tenor representative for Benchmark (including Benchmark Replacement) settings and (ii)tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate any such previously removed tenortenor for Benchmark (including Benchmark Replacement) settings.

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

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

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

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor 116 for the administrator of such Benchmark ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative AgentAgent may, in consultation with the Borrowerprior written consent of the Borrower (such consent not to be unreasonably withheld, may delayed or conditioned) modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation Agent may with the Borrowerprior written consent of the Borrower (such consent not to be unreasonably withheld, may delayed or conditioned) modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark for a Currency 777795439 is a term rate (including the Term SOFR Reference Rate, the Term ▇▇▇▇▇ Reference Rate or the applicable Adjusted Term Benchmark Rate) and either (A) any tenor for such Benchmark for such Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark for such Currency is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings for such Currency at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark for such Currency (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark for such Currency (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings for such Currency at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding AtNotwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a athe then-current Benchmark is a term rate (including the Term SOFR Reference or USD LIBOR), then theAdministrative Agent may removeReference Rate) and either (A) any tenor for offor such Benchmark that is unavailable (including as a result of such tenor not beingis not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, Agent in consultation with the Borrower, in ) or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate any such previously removed tenortenor for such Benchmark (including Benchmark Replacement) settings.

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

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

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a the then-current Benchmark for a Currency DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780 is a term rate (including the Term SOFR Reference Rate, the Term ▇▇▇▇▇ Reference Rate or the applicable Adjusted Term Benchmark Rate) and either (A) any tenor for such Benchmark for such Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark for such Currency is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarksrepresentative, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings for such Currency at or after such time to remove such unavailable, non-representative, non-compliant unavailable or non-aligned representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark for such Currency (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark for such Currency (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings for such Currency at or after such time to reinstate such previously removed tenor.

Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Facility Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if a any then-current Benchmark is a term rate (including the Term SOFR Reference Rate, ▇▇▇▇▇▇▇, ▇▇▇▇▇, CDOR, BBSW or HIBOR) and either (Ax) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent, in consultation with the Borrower, Agent in its reasonable discretion or (By) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant noncompliant or non-aligned nonaligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (Ax) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (By) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for USActive 58236919.3 -75- Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, Agent may modify the definition of “Interest Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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

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

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

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