Common use of Market Disruption and Alternate Rate of Interest Clause in Contracts

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan (the Currency of such Loan herein called the “Affected Currency”) the Agent is advised by the Required Lenders that the LIBOR Rate or the Base LIBOR Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Advance for such Interest Period then, if the Affected Currency is Dollars, the Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Request for Conversion/Continuation that requests the conversion of any Revolver Commitment to, or continuation of any Revolver Commitment as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion).

Market Disruption and Alternate Rate of Interest. (a) If If, at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing, the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan then Eurocurrency Borrowing, (i) if such Advance Borrowing shall be requested in Dollars, then such Advance Borrowing shall be made as a Base Rate Loan an ABR Borrowing at the Alternate Base Rate and Rate, (ii) if such Advance Borrowing shall be requested in any Alternative Agreed Foreign Currency (other than Canadian Dollars) then either, at the applicable Borrower’s election, (A) any Borrowing Request for Borrowing that requests a LIBOR Rate Loan Eurocurrency Borrowing denominated in the affected Currency shall be deemed ineffective or (B) for each Lender the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan shall be equal to the weighted average of the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)) (with respect to a Lender, the “COF Rate” and with respect to the weighted average of the COF Rate applicable to each Lender for any Borrowing, the “Average COF Rate” ) and (iii) if such Borrowing shall be requested in Canadian Dollars, then the Eurocurrency Rate shall be equal to the Canadian Prime Rate. (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent is advised by determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Required Lenders that the LIBOR Adjusted LIBO Rate or the Base LIBOR Eurocurrency Rate, as applicable, for a Loan in the applicable currency Currency or for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the Eurocurrency Rate, as applicable, for a Loan in the applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Advance Borrowing for such Interest Period thenPeriod, if then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the applicable Borrower and the affected Lenders in writing by telephone or telecopy e-mail as promptly as practicable thereafter setting forth in reasonable detail the basis for such determination and, until the Administrative Agent notifies the such Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request for Conversion/Continuation made by such Borrower that requests the conversion of any Revolver Commitment Borrowing to, or the continuation of any Borrowing made to such Borrower in the applicable Currency or for the applicable Interest Period, as the case may be, shall be ineffective, (B) if such Borrowing is requested in Dollars, such Borrowing shall be made as an ABR Borrowing and (C) if such Borrowing is requested in any Agreed Foreign Currency, then either, at the applicable Borrower’s election, (1) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the applicable Currency shall be ineffective, (2) the Eurocurrency Rate for such Eurocurrency Borrowing (other than for any such Eurocurrency Borrowing denominated in Canadian Dollars) shall be at the Average COF Rate or (3) the Eurocurrency Rate for any such Eurocurrency Borrowing denominated in Canadian Dollars shall be at the Canadian Prime Rate; provided that, if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted; provided further that, in connection with any ABR Borrowing made pursuant to the terms of this Section 2.12(b), the determination of the Alternate Base Rate shall disregard clause (c) of the definition thereof. (c) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b)(i) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrowers shall endeavor to agree upon an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and, if an alternate rate is agreed, shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin with respect to any Borrower). Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be implemented in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.12(c), only to the extent the LIBOR Screen Rate for the applicable Currency and such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Revolver Commitment Borrowing as, a LIBOR Rate Loan Eurocurrency Borrowing shall be ineffective and (iiy) if any Borrowing Request for requests a Eurocurrency Borrowing, such Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative CurrencyABR Borrowing; provided that, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in if such Affected Currency alternate rate of interest shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in less than zero, such Affected Currency rate shall be ineffective and, on deemed to be zero for the last day purposes of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)Agreement.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR LIBO Rate for such Interest Period for such LIBOR Rate LoanEurocurrency Borrowing; provided, however, if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR LIBO Rate for such LIBOR Rate Loan then Eurocurrency Borrowing (i) if such Advance Borrowing shall be requested in DollarsUSD, then such Advance Borrowing shall be made as a Base Rate Loan an ABR Borrowing at the Alternate Base Rate and (ii) if such Advance Borrowing shall be requested in any Alternative Foreign Currency then either, at the Borrower’s election, (A) any Borrowing Request for Borrowing that requests a LIBOR Rate Loan Eurocurrency Borrowing denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR LIBO Rate for such LIBOR Rate Loan Eurocurrency Borrowing shall be the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). No Lender shall be obligated to act as a Reference Bank. (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing of a Class (the Currency of such Loan Borrowing herein called the “Affected Currency”): (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan in the Affected Currency or for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders of such Class or, in the case of a Pro-Rata Borrowing, the Required Lenders, that the LIBOR Adjusted LIBO Rate or the Base LIBOR LIBO Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Advance Borrowing for such Interest Period then, if Period; then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Borrowing of such Class to, or the continuation of any Revolver Commitment Borrowing of such Class as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Eurocurrency Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such the Affected Currency shall be ineffective and, on if the last day of the then current Interest PeriodAffected Currency is Dollars, such LIBOR Rate Loan Borrowing (unless prepaid) shall be prepaid by continued as, or converted to, an ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing from such Class denominated in Dollars, such Borrowing shall be made as an ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, together with accrued and unpaid interest thereon and all other amounts payable by (A), any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Borrower under this Agreement Affected Currency shall be ineffective, or (B) for each Lender the Base LIBOR LIBO Rate for such LIBOR Rate Loan Eurocurrency Borrowing shall be the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion).

Market Disruption and Alternate Rate of Interest. (a) If If, at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing, the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan then Eurocurrency Borrowing, (i) if such Advance Borrowing shall be requested in Dollars, then such Advance Borrowing shall be made as a Base Rate Loan an ABR Borrowing at the Alternate Base Rate and Rate, (ii) if such Advance Borrowing shall be requested in any Alternative Agreed Foreign Currency (other than Canadian Dollars) then either, at the Borrower’s election, (A) any Borrowing Request for Borrowing that requests a LIBOR Rate Loan Eurocurrency Borrowing denominated in the affected Currency shall be deemed ineffective or (B) for each Lender the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan shall be equal to the weighted average of the cost to such each applicable Lender to fund its pro rata share of such LIBOR Rate Loan Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)discretion and as notified in writing by each applicable Lender to the Administrative Agent) (with respect to a Lender, the “COF Rate” and with respect to the weighted average of the COF Rate applicable to each Lender for any Borrowing, the “Average COF Rate” ) and (iii) if such Borrowing shall be requested in Canadian Dollars, then the Eurocurrency Rate shall be equal to the Canadian Prime Rate. (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Rate for any applicable Currency (including because the Screen Rate for such Currency is not available or published on a current basis), for a Loan in such Currency or for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders of the applicable Class that the LIBOR Adjusted Eurocurrency Rate or the Base LIBOR Rate, as applicable, for a Loan in the applicable currency Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans (or its Loan) included in such Advance Borrowing for such Interest Period thenPeriod, if then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the Lenders in writing or by telephone or telecopy e-mail as promptly as practicable thereafter setting forth in reasonable detail the basis for such determination and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, if the Borrower delivers (ix) any an Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Eurocurrency Borrowing to, or continuation of any Revolver Commitment Eurocurrency Borrowing in, the applicable Currency or for the applicable Interest Period, as the case may be, or (y) a Borrowing Request that requests a Eurocurrency Borrowing for the applicable Currency or for the applicable Interest Period then either, at the Borrower’s election, (1) such Interest Election Request or Borrowing Request shall be ineffective, or (2) the Adjusted Eurocurrency Rate for the applicable Eurocurrency Borrowing shall be (i) in the case of Dollars, the Alternate Base Rate, (ii) in the case of Canadian Dollars, the Canadian Prime Rate or (iii) in the case of any other applicable Currency, the Average COF Rate. (c) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b)(i) have not arisen but either (w) the supervisor for the administrator of the applicable Screen Rate has made a public statement that the administrator of such Screen Rate is insolvent (and there is no successor administrator that will continue publication of such Screen Rate), (x) the administrator of such Screen Rate has made a public statement identifying a specific date after which such Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of such Screen Rate), (y) the supervisor for the administrator of such Screen Rate has made a public statement identifying a specific date after which such Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of such Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such Screen Rate shall no longer be used for determining interest rates for loans in the applicable Currency, then the Administrative Agent and the Borrower shall endeavor to agree upon an alternate rate of interest to such Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and, if an alternate rate is agreed, shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that if such alternate rate of interest as so determined would be less zero percent, such replacement rate be deemed to be zero percent. Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class to which such Screen Rate was applicable stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this clause (c), only to the extent the Screen Rate for the applicable Currency and such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR Rate Loan Eurocurrency Borrowing shall be ineffective and (iiy) if the applicable Screen Rate was for Dollars any Borrowing Request for requests a Eurocurrency Borrowing or Request for Conversion/Continuation in Dollars, such Borrowing shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)ABR Borrowing.

Market Disruption and Alternate Rate of Interest. (ai) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Borrowing of Eurodollar Rate Loan Loans the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such LIBOR Rate Loan Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Eurodollar Rate for such Interest Period for such LIBOR Rate LoanBorrowing; provided, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR Eurodollar Rate for such LIBOR Rate Loan then Borrowing, (i) if such Advance Borrowing shall be requested in Dollars, then such Advance Borrowing shall be made as a Borrowing of Base Rate Loan Loans at the Base Rate and (ii) if such Advance Borrowing shall be requested in any Alternative Currency eitherCurrency, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR the Eurodollar Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be equal to the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion); such rate, the “CF Rate”). (bii) If prior to the commencement of any Interest Period for a LIBOR Borrowing of Eurodollar Rate Loan Loans: (the Currency of such Loan herein called the “Affected Currency”A) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Base Eurocurrency Rate or the Eurodollar Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period; or (B) the Administrative Agent is advised by the Required Requisite Lenders (or, in the case of a Eurodollar Money Market Loan, the Lender that is required to make such Loan) that the LIBOR Base Eurocurrency Rate or the Base LIBOR Eurodollar Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Advance Borrowing for such Interest Period thenPeriod, if then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone promptly followed in writing or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i1) any Request for Notice of Conversion/Continuation that requests the conversion of any Revolver Commitment Eurodollar Rate Loans to, or continuation of any Revolver Commitment asEurodollar Rate Loans in the applicable currency or for the applicable Interest Period, a LIBOR Rate Loan as the case may be, shall be ineffective and ineffective, (ii2) any Request for if such Borrowing or Request for Conversion/Continuation is requested in Dollars, such Borrowing shall be made as a Borrowing of Base Rate Loan. If the Affected Currency Loans and (3) if such Borrowing is an requested in any Alternative Currency, then either, at Borrower’s election (A) any Request the Eurodollar Rate for such Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR at the CF Rate Loan denominated (as defined in clause (i) above); provided, further that if the circumstances giving rise to such Affected Currency shall be ineffective andnotice do not affect all the Lenders, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable requests by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall Eurodollar Money Market Loans may be the cost made to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)Lenders that are not affected thereby.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek Subject to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error)Section 2.13(b) below, then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then if: (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Eurocurrency Borrowing in any Agreed Foreign Currency or a Term Benchmark Borrowing, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate, the CDO Rate, the EURIBO Rate Loan or the AUD Rate, as applicable (including, without limitation, because the Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the applicable Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (ii) (A) prior to the commencement of any Interest Period for a Eurocurrency Borrowing in any Agreed Foreign Currency of such Loan herein called or a Term Benchmark Borrowing, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders of the applicable Class or, in the case of a Pro-Rata Borrowing, the Required Lenders, that the LIBOR Adjusted Term SOFR Rate, the CDO Rate, the EURIBO Rate or the Base LIBOR AUD Rate, as applicable, for a Loan in the applicable currency such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the applicable Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by telephone or telecopy in writing as promptly as practicable thereafter setting forth in reasonable detail the basis for such determination and, until the Administrative Agent notifies the Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) if the affected currency is Dollars, then (A) in the case of a Borrowing Request, any Borrowing Request for Conversion/Continuation that requests a Term Benchmark Borrowing or an RFR Borrowing denominated in Dollars and for such Interest Period, at the conversion of any Revolver Commitment toBorrower’s election, or continuation of any Revolver Commitment as, a LIBOR Rate Loan (1) shall be ineffective and or (ii2) any Request for Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If an ABR Borrowing and (B) in the Affected Currency is an Alternative Currency, then eithercase of any Term Benchmark Borrowing or RFR Borrowing denominated in Dollars and for such Interest Period outstanding on the date of the Borrower’s receipt of such notice from the Administrative Agent, at the Borrower’s election election, (A1) any Request for Borrowing that requests a LIBOR Rate such Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation repaid at the end of a LIBOR Rate the applicable Interest Period or (2) such Loan denominated in such Affected Currency shall be ineffective andconverted, on the last day of the Interest Period applicable thereto, to an ABR Borrowing and (ii) if the affected currency is a Foreign Currency, then current (A) in the case of a Borrowing Request, any Borrowing Request that requests a Eurocurrency Borrowing denominated in such Foreign Currency and for such Interest PeriodPeriod or any RFR Borrowing, as applicable, at the Borrower’s election, (1) shall be ineffective or (2) shall be made as (x) in the case of a Borrowing denominated in a Foreign Currency other than CAD, an ABR Borrowing (in an amount equal to the Dollar Equivalent of such Eurocurrency Borrowing or RFR Borrowing, as applicable) or (y) in the case of a Borrowing denominated in CAD, a Borrowing denominated in CAD bearing interest at the Canadian Prime Rate plus the Applicable Margin for ABR Loans, (B) in the case of any Eurocurrency Loan outstanding on the date of the Borrower’s receipt of such notice from the Administrative Agent, such LIBOR Rate Loan shall be prepaid repaid in full at the end of the applicable Interest Period; provided, however, if such Eurocurrency Loan is not so repaid, it shall be converted to (x) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency other than CAD, an ABR Loan (in an amount equal to the Dollar Equivalent of such Eurocurrency Loan) or (y) in the case of a Eurocurrency Borrowing denominated in CAD, a Loan denominated in CAD bearing interest at the Canadian Prime Rate plus the Applicable Margin for ABR Loans, in each case on the last day of the Interest Period applicable thereto, and (C) in the case of any RFR Loan outstanding on the date of the Borrower’s receipt of such notice from the Administrative Agent, such RFR Loan shall be converted to an ABR Loan (in an amount equal to the Dollar Equivalent of such RFR Loan) on the immediately succeeding Business Day. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of any then-current Benchmark for an Applicable Currency, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark for such Applicable Currency with a Benchmark Replacement. Any such amendment in respect of any Benchmark Transition Event will become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each affected Class. (c) In connection with the implementation of a Benchmark Replacement, the Administrative Agent, in consultation with the Borrower, together with accrued will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and unpaid interest thereon the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) any Benchmark Replacement Date and all other amounts payable the related Benchmark Replacement, (iii) the effectiveness of any Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Borrower under Administrative Agent as set forth in this Section 2.13 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for an Applicable Currency is a term rate (including the Adjusted Term SOFR Rate, the CDO Rate, the EURIBO Rate or the AUD 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 or (B) the regulatory supervisor for each Lender the Base LIBOR Rate administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such LIBOR Benchmark is or will no longer be representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark setting for such Applicable Currency at or after such time to remove such unavailable or non-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 Applicable Currency (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark for such Applicable Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings for such Applicable Currency at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Borrower may revoke any request for a Eurocurrency Borrowing, Term Benchmark Borrowing or RFR Borrowing, or conversion to or continuation of Eurocurrency Loans in each affected Applicable Currency to be made, converted or continued during such Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion (x) in the case of a Loan or Borrowing denominated in a Foreign Currency other than CAD, an ABR Loan (in an amount equal to the Dollar Equivalent of such Eurocurrency Borrowing or RFR Borrowing, as applicable) or (y) in the case of a Loan or Borrowing denominated in CAD, a Loan denominated in CAD bearing interest at the Canadian Prime Rate Loan plus the Applicable Margin for ABR Loans and (ii) (A) any outstanding affected RFR Loans denominated in Dollars or Term Benchmark Loans will be deemed to have been converted into ABR Loans on the last day of the Interest Period applicable thereto, (B) any outstanding affected Eurocurrency Loans denominated in an Agreed Foreign Currency shall be prepaid in full at the cost end of the applicable Interest Period; provided, however, if such Eurocurrency Loan is not so prepaid, it shall be converted to such Lender (x) in the case of a Eurocurrency Loan denominated in an Agreed Foreign Currency other than CAD, an ABR Loan (in an amount equal to fund its pro rata share the Dollar Equivalent of such LIBOR Eurocurrency Loan) or (y) in the case of a Eurocurrency Loan denominated in CAD, a Loan denominated in CAD bearing interest at the Canadian Prime Rate plus the Applicable Margin for ABR Loans, in each case on the last day of the Interest Period applicable thereto, and (C) any outstanding affected RFR Loans shall be converted to an ABR Loan (from whatever source and using whatever methodologies in an amount equal to the Dollar Equivalent of such RFR Loan) on the immediately succeeding Business Day. During any Benchmark Unavailability Period with respect to Dollars or at any time that a tenor for the then-current Benchmark for Dollars is not an Available Tenor, the component of Alternate Base Rate based upon such Benchmark or such tenor for such Benchmark, as such Lender may select applicable, will not be used in its reasonable discretion)any determination of Alternate Base Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant LIBOR Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Borrowing the applicable LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan Borrowing for any reason and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR LIBO Rate for such Interest Period for such LIBOR Rate LoanBorrowing; provided, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR LIBO Rate for such LIBOR Rate Loan Borrowing, then (i) if such Advance shall be requested in Dollars, such Advance Borrowing shall be made as a Base Rate Loan an ABR Borrowing at the Alternate Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)Rate. (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan Borrowing: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent is advised by determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Required Lenders that the LIBOR Adjusted LIBO Rate or the Base LIBOR LIBO Rate, as applicable, for a Loan in for the applicable currency Interest Period; or (ii) the Administrative Agent is advised by the Majority Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Advance Borrowing for such Interest Period then, if Period; then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist (which the Administrative Agent shall do promptly as practicable thereafter) and, subject to Section 2.16, unless the Borrower notifies the Administrative Agent that it elects not to borrow on such date, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Revolving Borrowing to, or continuation of any Revolver Commitment asRevolving Borrowing, a LIBOR Rate Loan for the applicable Interest Period shall be ineffective and (ii) if any Borrowing Request for requests a LIBOR Revolving Borrowing, such Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)ABR Borrowing.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek Subject to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error)Section 2.13(b) below, then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then if: (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Term Benchmark Borrowing in any Applicable Currency, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR, the CDO Rate Loan or the Adjusted EURIBO Rate, as applicable (including, without limitation, because the Currency Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (ii) (A) prior to the commencement of such Loan herein called any Interest Period for a Term Benchmark Borrowing in any Applicable Currency, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders of the applicable Class or, in the case of a Pro-Rata Borrowing, the Required Lenders, that Term SOFR, the LIBOR CDO Rate or the Base LIBOR Adjusted EURIBO Rate, as applicable, for a Loan in the applicable currency such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until identifying the relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Borrowing to, or the continuation of any Revolver Commitment Borrowing as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Term Benchmark Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected the affected Currency shall be ineffective and, on if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in CAD shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Relevant Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of CAD) at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the then current Interest PeriodPeriod for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for an Applicable Currency, then (x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such LIBOR Rate Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan shall Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Applicable Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (x) in the case of a Benchmark Replacement for Dollars, the Required Lenders, and, (y) in the case of a Benchmark Replacement for any Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be prepaid payable on a quarterly basis. (c) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent (after consulting with the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the BorrowerAdministrative Agent or, together if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with accrued respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and unpaid interest thereon any decision to take or refrain from taking any action or any selection, will be conclusive and all binding absent manifest error and may be made in its or their sole discretion and without consent from any other amounts payable party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for an Applicable Currency is a term rate (including the Term SOFR Reference Rate or the applicable Relevant Rate) and either (A) any tenor for such Benchmark for such Applicable Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Borrower under this Agreement Administrative Agent in its reasonable discretion or (B) 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 Applicable Currency is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings for such Applicable Currency at or after such time to remove such unavailable or non-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 Applicable 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 for a Benchmark for such Applicable Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings for such Applicable Currency at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each Lender affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the Base LIBOR conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the affected Applicable Currency shall be ineffective and, if the affected Applicable Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Applicable Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Applicable Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Applicable Currency shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for such LIBOR Rate Loan the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the cost Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Applicable Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Lender Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to fund its pro rata share the Dollar Equivalent of such LIBOR affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Applicable Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in CAD shall be made as a Term Benchmark Borrowing with a Relevant Rate Loan equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (from whatever source which determination shall be conclusive and using whatever methodologies binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Relevant Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of CAD) at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such Lender may select tenor for such Benchmark, as applicable, will not be used in its reasonable discretion)any determination of the Alternate Base Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)Rate. (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan (the Currency of such Loan herein called the “Affected Currency”) the Administrative Agent is advised by the Required Lenders that the LIBOR Rate or the Base LIBOR Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Advance for such Interest Period thenPeriod, if then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Loan to, or continuation of any Revolver Commitment Loan as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion).

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek to determine the relevant LIBOR Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBOR Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, that if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the LIBOR Base LIBOR Rate for such LIBOR Rate Loan, then such LIBOR Rate Loan then (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Alternate Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion).Rate (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan (the Currency of such Loan herein called the “Affected Currency”) the Agent is advised by the Required Requisite Lenders that the LIBOR Rate or the LIBOR Base LIBOR Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Advance borrowing for such Interest Period thenPeriod, if the Affected Currency is Dollars, then the Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Request for Conversion/Continuation Notice of Conversion that requests the conversion of any Revolver Commitment toto a LIBOR Rate Loan, or continuation of any Revolver Commitment as, a LIBOR Rate Loan Loan, for the applicable Interest Period, as the case may be, shall be ineffective and (iiB) any Request for Borrowing or Request for Conversion/Continuation requested LIBOR Rate Loan shall be made as a Base Rate Loan. If For purposes of the Affected Currency is an Alternative Currencyimmediately preceding clause (b)(ii), then either, at Borrower’s election (A) any Request for Borrowing that requests a in determining whether the LIBOR Rate Loan in such Affected Currency shall be ineffective or the LIBOR Base Rate will adequately and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be fairly reflect the cost to any Lender of making or maintaining LIBOR Loans, such Lender to fund its pro rata share of shall make such LIBOR Rate Loan (from whatever source and using whatever methodologies as determination assuming that such Lender may select is actually funding LIBOR Loans through the purchase of deposits in its reasonable discretion)the London interbank market.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR LIBO Rate for such Interest Period for such LIBOR Rate LoanEurocurrency Borrowing; provided, however, if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR LIBO Rate for such LIBOR Rate Loan then Eurocurrency Borrowing (i) if such Advance Borrowing shall be requested in DollarsUSD, then such Advance Borrowing shall be made as a Base Rate Loan an ABR Borrowing at the Alternate Base Rate and (ii) if such Advance Borrowing shall be requested in any Alternative Foreign Currency then either, at the Borrower’s election, (A) any Borrowing Request for Borrowing that requests a LIBOR Rate Loan Eurocurrency Borrowing denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR LIBO Rate for such LIBOR Rate Loan Eurocurrency Borrowing shall be the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). No Lender shall be obligated to act as a Reference Bank. (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing of a Class (the Currency of such Loan Borrowing herein called the “Affected Currency”): (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan in the Affected Currency or for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders of such Class or, in the case of a Pro-Rata Borrowing, the Required Lenders, that the LIBOR Adjusted LIBO Rate or the Base LIBOR LIBO Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Advance Borrowing for such Interest Period then, if Period; then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Borrowing of such Class to, or the continuation of any Revolver Commitment Borrowing of such Class as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Eurocurrency Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such the Affected Currency shall be ineffective and, on if the last day of the then current Interest PeriodAffected Currency is Dollars, such LIBOR Rate Loan Borrowing (unless prepaid) shall be prepaid by continued as, or converted to, an ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing from such Class denominated in Dollars, such Borrowing shall be made as an ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, together with accrued and unpaid interest thereon and all other amounts payable by (A), any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Borrower under this Agreement Affected Currency shall be ineffective, or (B) for each Lender the Base LIBOR LIBO Rate for such LIBOR Rate Loan Eurocurrency Borrowing shall be the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (c) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b)(i) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within ten Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.12(c), only to the extent the LIBOR Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (y) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek to determine the relevant LIBOR Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBOR Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, that if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the LIBOR Base LIBOR Rate for such LIBOR Rate Loan, then such LIBOR Rate Loan then (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Alternate Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)Rate. (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan (the Currency of such Loan herein called the “Affected Currency”) the Agent is advised by the Required Requisite Lenders that the LIBOR Rate or the LIBOR Base LIBOR Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Advance borrowing for such Interest Period thenPeriod, if the Affected Currency is Dollars, then the Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Request for Conversion/Continuation Notice of Conversion that requests the conversion of any Revolver Commitment toto a LIBOR Rate Loan, or continuation of any Revolver Commitment as, a LIBOR Rate Loan Loan, for the applicable Interest Period, as the case may be, shall be ineffective and (iiB) any Request for Borrowing or Request for Conversion/Continuation requested LIBOR Rate Loan shall be made as a Base Rate Loan. If For purposes of the Affected Currency is an Alternative Currencyimmediately preceding clause (b)(ii), then either, at Borrower’s election (A) any Request for Borrowing that requests a in determining whether the LIBOR Rate Loan in such Affected Currency shall be ineffective or the LIBOR Base Rate will adequately and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be fairly reflect the cost to any Lender of making or maintaining LIBOR Loans, such Lender to fund its pro rata share of shall make such LIBOR Rate Loan (from whatever source and using whatever methodologies as determination assuming that such Lender may select is actually funding LIBOR Loans through the purchase of deposits in its reasonable discretion)the London interbank market.

Market Disruption and Alternate Rate of Interest. (ai) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Borrowing of Eurodollar Rate Loan Loans the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such LIBOR Rate Loan Borrowing for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error)reason, then the applicable Reference Bank Rate shall be the Base LIBOR Eurodollar Rate for such Interest Period for such LIBOR Rate LoanBorrowing; provided, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR Eurodollar Rate for such LIBOR Rate Loan then Borrowing, (i) if such Advance Borrowing shall be requested in Dollars, then such Advance Borrowing shall be made as a Borrowing of Base Rate Loan Loans at the Base Rate and (ii) if such Advance Borrowing shall be requested in any Alternative Currency eitherCurrency, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR the Eurodollar Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be equal to the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion; such rate, the “CF Rate”). (bii) If prior to the commencement of any Interest Period for a LIBOR Borrowing of Eurodollar Rate Loan Loans: (the Currency of such Loan herein called the “Affected Currency”A) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Base Eurocurrency Rate or the Eurodollar Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period; or (B) the Administrative Agent is advised by the Required Requisite Lenders (or, in the case of a Eurodollar Money Market Loan, the Lender that is required to make such Loan) that the LIBOR Base Eurocurrency Rate or the Base LIBOR Eurodollar Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Advance Borrowing for such Interest Period thenPeriod, if then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone promptly followed in writing or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i1) any Request for Notice of Conversion/Continuation that requests the conversion of any Revolver Commitment Eurodollar Rate Loans to, or continuation of any Revolver Commitment asEurodollar Rate Loans in the applicable currency or for the applicable Interest Period, a LIBOR Rate Loan as the case may be, shall be ineffective and ineffective, (ii2) any Request for if such Borrowing or Request for Conversion/Continuation is requested in Dollars, such Borrowing shall be made as a Borrowing of Base Rate Loan. If the Affected Currency Loans and (3) if such Borrowing is an requested in any Alternative Currency, then either, at Borrower’s election (A) any Request the Eurodollar Rate for such Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR at the CF Rate Loan denominated (as defined in clause (i) above); provided, further that if the circumstances giving rise to such Affected Currency shall be ineffective andnotice do not affect all the Lenders, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable requests by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Eurodollar Money Market Loan shall may be the cost made to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)Lenders that are not affected thereby.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Borrowing or a EURIBOR Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such LIBOR Rate Loan Borrowing for any reason and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR LIBO Rate or EURIBO Rate, as applicable, for such Interest Period for such LIBOR Rate LoanBorrowing; provided, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR LIBO Rate or EURIBO Rate, as applicable, for such LIBOR Rate Loan then Borrowing, (i) if such Advance Borrowing shall be requested in Dollarsdollars, then such Advance Borrowing shall be made as a Base Rate Loan an ABR Borrowing at the Alternate Base Rate and (ii) if such Advance Borrowing shall be requested in any Alternative Currency eithercurrency other than dollars, at Borrower’s electionthe LIBO Rate or EURIBO Rate, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency as applicable, shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be equal to the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion); such rate, the “CF Rate”). (b) If prior to the commencement of any Interest Period for a EURIBOR Borrowing or a LIBOR Rate Loan Borrowing in any currency: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent is advised by determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Required Lenders that Adjusted LIBO Rate, the LIBOR LIBO Rate or the Base LIBOR EURIBO Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Majority Lenders that the Adjusted LIBO Rate, the LIBO Rate or the EURIBO Rate, as applicable, for a Loan in in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Advance Borrowing for such Interest Period then, if Period; then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist (which the Administrative Agent shall do promptly as practicable thereafter) and, subject to Section 2.19, unless the Borrower notifies the Administrative Agent that it elects not to borrow on such date, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Revolving Borrowing to, or continuation of any Revolver Commitment asRevolving Borrowing, a LIBOR Rate Loan in the applicable currency or for the applicable Interest Period, as the case may be, shall be ineffective and ineffective, (ii) any Request for if such Borrowing or Request for Conversion/Continuation is requested in dollars, such Borrowing shall be made as a Base Rate Loan. If the Affected Currency an ABR Borrowing and (iii) if such Borrowing is an Alternative Currencyrequested in any currency other than dollars, then eitherthe LIBO Rate or EURIBO Rate, at Borrower’s election (A) any Request as applicable, for such Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on at the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)CF Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek Subject to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error)Section 2.13(b) below, then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then if: (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Term Benchmark Borrowing in any Applicable Currency, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR, the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the XXXXX Xxxx, the XXXXXX Rate Loan or the BKBM Rate, as applicable (including, without limitation, because the Currency Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (ii) (A) prior to the commencement of such Loan herein called any Interest Period for a Term Benchmark Borrowing in any Applicable Currency, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders of the applicable Class of Commitments or, in the case of a Pro-Rata Borrowing, the Required Lenders, that Term SOFR, the LIBOR CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the XXXXX Xxxx, the XXXXXX Rate or the Base LIBOR BKBM Rate, as applicable, for a Loan in the applicable currency such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until identifying the relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Borrowing to, or the continuation of any Revolver Commitment Borrowing as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Term Benchmark Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected the affected Currency shall be ineffective and, on if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the then current Interest PeriodPeriod for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for an Applicable Currency, then (x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such LIBOR Rate Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan shall Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Applicable Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (x) in the case of a Benchmark Replacement for Dollars, the Required Lenders, and, (y) in the case of a Benchmark Replacement for any Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be prepaid payable on a quarterly basis. (c) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent (after consulting with the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the BorrowerAdministrative Agent or, together if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with accrued respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and unpaid interest thereon any decision to take or refrain from taking any action or any selection, will be conclusive and all binding absent manifest error and may be made in its or their sole discretion and without consent from any other amounts payable party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for an Applicable Currency is a term rate (including the Term SOFR Reference Rate or the applicable Relevant Rate) and either (A) any tenor for such Benchmark for such Applicable Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Borrower under this Agreement Administrative Agent in its reasonable discretion or (B) 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 Applicable Currency is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings for such Applicable Currency at or after such time to remove such unavailable or non-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 Applicable 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 for a Benchmark for such Applicable Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings for such Applicable Currency at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each Lender affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the Base LIBOR conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the affected Applicable Currency shall be ineffective and, if the affected Applicable Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Applicable Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Applicable Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Applicable Currency shall be made as a Borrowing bearing interest at the Central Bank Rate for such LIBOR Rate Loan the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the cost Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Applicable Currency, at the Borrower’s election shall either (1) be converted to a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Lender Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to fund its pro rata share the Dollar Equivalent of such LIBOR affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Applicable Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate Loan equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (from whatever source which determination shall be conclusive and using whatever methodologies binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such Lender may select tenor for such Benchmark, as applicable, will not be used in its reasonable discretion)any determination of the Alternate Base Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek to determine the relevant LIBOR Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBOR Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, that if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the LIBOR Base LIBOR Rate for such LIBOR Rate Loan, then such LIBOR Rate Loan then (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Alternate Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If b)If prior to the commencement of any Interest Period for a LIBOR Rate Loan (the Currency of such Loan herein called the “Affected Currency”) the Agent is advised by the Required Requisite Lenders that the LIBOR Rate or the LIBOR Base LIBOR Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Advance borrowing for such Interest Period thenPeriod, if the Affected Currency is Dollars, then the Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Request for Conversion/Continuation Notice of Conversion that requests the conversion of any Revolver Commitment toto a LIBOR Rate Loan, or continuation of any Revolver Commitment as, a LIBOR Rate Loan Loan, for the applicable Interest Period, as the case may be, shall be ineffective and (iiB) any Request for Borrowing or Request for Conversion/Continuation requested LIBOR Rate Loan shall be made as a Base Rate Loan. If For purposes of the Affected Currency is an Alternative Currencyimmediately preceding clause (b)(ii), then either, at Borrower’s election (A) any Request for Borrowing that requests a in determining whether the LIBOR Rate Loan in such Affected Currency shall be ineffective or the LIBOR Base Rate will adequately and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be fairly reflect the cost to any Lender of making or maintaining LIBOR Loans, such Lender to fund its pro rata share of shall make such LIBOR Rate Loan (from whatever source and using whatever methodologies as determination assuming that such Lender may select is actually funding LIBOR Loans through the purchase of deposits in its reasonable discretion)the London interbank market.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Eurocurrency Advance the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such LIBOR Rate Loan Eurocurrency Borrowing for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Eurocurrency Rate for such Interest Period for such LIBOR Rate LoanEurocurrency Advance; provided, however, that if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan then Eurocurrency Advance, (i) if such Advance shall be requested in DollarsUSD, then such Advance Borrowing shall be made as a Base Floating Rate Loan Advance at the Base Floating Rate and (ii) if such Advance Borrowing shall be requested in any Alternative Currency eitherNon-USD Currency, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR the Eurocurrency Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be equal to the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Eurocurrency Advance (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion); such rate, the “CF Rate”). (b) If prior to the commencement of any Interest Period for a LIBOR Eurocurrency Advance: (i) the Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate or the Eurocurrency Reference Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period; or (the Currency of such Loan herein called the “Affected Currency”ii) the Agent is advised by the Required Lenders that the LIBOR Eurocurrency Rate or the Base LIBOR Eurocurrency Reference Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Advance for such Interest Period thenPeriod, if the Affected Currency is Dollars, then the Agent shall give notice thereof to the Borrower Company and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Request for Conversion/Continuation interest election request that requests the conversion of any Revolver Commitment Eurocurrency Advance to, or continuation of any Revolver Commitment asEurocurrency Advance in the applicable currency or for the applicable Interest Period, a LIBOR Rate Loan as the case may be, shall be ineffective and ineffective, (iiB) any Request for Borrowing or Request for Conversion/Continuation if such Advance is requested in USD, such Advance shall be made as a Base Floating Rate Loan. If the Affected Currency Advance and (C) if such Borrowing is an Alternative Currencyrequested in any Non-USD currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan Eurocurrency Advance shall be at the cost CF Rate; provided, further that if the circumstances giving rise to such Lender to fund its pro rata share notice affect only one type of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)Advances, then the other type of Advances shall be permitted.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing the LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Agreed Currency with respect to such LIBOR Rate Loan Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Eurocurrency Rate for such Interest Period for such LIBOR Eurocurrency Borrowing; provided that if any Reference Bank Rate Loanshall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan then Eurocurrency Borrowing, (i) if such Advance Borrowing shall be requested in Dollars, then such Advance Borrowing shall be made as a Base Rate Loan at the Base Rate an ABR Borrowing and (ii) if such Advance Borrowing shall be requested in any Alternative Currency eitherForeign Currency, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR the Eurocurrency Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender equal to an interest rate reasonably determined by the Base LIBOR Rate Administrative Agent, after consultation with the Borrower Representative and the applicable Lenders, to compensate the applicable Lenders for such LIBOR Rate Loan shall be in such currency for the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan applicable period (from whatever source and using whatever methodologies as the Administrative Agent and such Lender Lenders may select in its their reasonable discretion) (such rate, the "CF Rate"). (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the Eurocurrency Rate, as applicable (including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis), for a Loan in the applicable Agreed Currency or for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBOR Adjusted LIBO Rate or the Base LIBOR Eurocurrency Rate, as applicable, for a Loan in the applicable currency Agreed Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Advance Borrowing for such Interest Period thenPeriod, if then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Eurocurrency Borrowing to, or continuation of any Revolver Commitment asEurocurrency Borrowing in the applicable Agreed Currency or for the applicable Interest Period, a LIBOR Rate Loan as the case may be, shall be ineffective and ineffective, (iiB) any Request for if such Borrowing or Request for Conversion/Continuation is requested in Dollars, such Borrowing shall be made as a Base Rate Loan. If the Affected Currency an ABR Borrowing and (C) if such Borrowing is an Alternative requested in any Foreign Currency, then eitherthe Eurocurrency Rate for such Eurocurrency Borrowing shall be at the CF Rate; provided, further that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. (c) If at Borrower’s election any time the Administrative Agent determines (Awhich determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b)(i) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then First Amended and Restated Credit Agreement (Orthofix), Page 59 the Administrative Agent and the Borrower Representative shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and the Administrative Agent, the Borrowers and the other Loan Parties shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.13(c), only to the extent the LIBOR Screen Rate the Agreed Currency such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request for Borrowing that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a LIBOR Rate Eurocurrency Borrowing shall be ineffective, and (y) if any Borrowing Request requests a Eurocurrency Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. (d) Notwithstanding the satisfaction of all conditions referred to in Article II with respect to any Loan in any Foreign Currency, if there shall occur on or prior to the date of such Affected Currency shall Loan any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the applicable Borrower, the Administrative Agent or the Required Lenders make it impracticable for the Eurocurrency Loans comprising such Loan to be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Foreign Currency specified by the applicable Borrower, then the Administrative Agent shall forthwith give notice thereof to such Borrower and the Revolving Lenders or such Borrower shall give notice thereof to the Revolving Lenders, as the case may be, and such Eurocurrency Loans shall not be denominated in such Foreign Currency but shall be ineffective andmade on such date in Dollars, on in an aggregate principal amount equal to the last day Dollar Amount of the then current Interest Periodaggregate principal amount of the Foreign Currency specified in the related Borrowing Request, as ABR Loans, unless the applicable Borrower notifies the Administrative Agent at least one Business Day before such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement date that (a) it elects not to borrow on such date or (Bb) for each Lender it elects to borrow on such date in a different Agreed Currency, as the Base LIBOR Rate for such LIBOR Rate Loan shall be case may be, in which the cost to such Lender to fund its pro rata share denomination of such LIBOR Rate Loan (from whatever source Eurocurrency Loans would in the opinion of the Administrative Agent and using whatever methodologies as such Lender may select the Required Lenders be practicable and in its reasonable discretion)an aggregate principal amount equal to the Dollar Amount of the aggregate principal amount off the Foreign Currency specified in the related Borrowing Request.

Market Disruption and Alternate Rate of Interest. (i) Subject to Section 2.13(b) below, if: (a) If at the time that the Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Eurocurrency Borrowing in any Agreed Foreign Currency or a Term Benchmark Borrowing, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate, the Adjusted Term XXXXX Rate, the EURIBO Rate Loan or the AUD Rate, as applicable (including, without limitation, because the Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the applicable Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (b) (A) prior to the commencement of any Interest Period for a Eurocurrency Borrowing in any Agreed Foreign Currency of such Loan herein called or a Term Benchmark Borrowing, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders of the applicable Class or, in the case of a Pro-Rata Borrowing, the Required Lenders, that the LIBOR Adjusted Term SOFR Rate, the Adjusted Term XXXXX Rate, the EURIBO Rate or the Base LIBOR AUD Rate, as applicable, for a Loan in the applicable currency such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the applicable Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by telephone or telecopy in writing as promptly as practicable thereafter setting forth in reasonable detail the basis for such determination and, until the Administrative Agent notifies the Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) if the affected currency is Dollars, then (A) in the case of a Borrowing Request, any Borrowing Request for Conversion/Continuation that requests a Term Benchmark Borrowing or an RFR Borrowing denominated in Dollars and for such Interest [[6423235v.9]] Period, at the conversion of any Revolver Commitment toBorrower’s election, or continuation of any Revolver Commitment as, a LIBOR Rate Loan (1) shall be ineffective and or (ii2) any Request for Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If an ABR Borrowing and (B) in the Affected Currency is an Alternative Currency, then eithercase of any Term Benchmark Borrowing or RFR Borrowing denominated in Dollars and for such Interest Period outstanding on the date of the Borrower’s receipt of such notice from the Administrative Agent, at the Borrower’s election election, (A1) any Request for Borrowing that requests a LIBOR Rate such Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation repaid at the end of a LIBOR Rate the applicable Interest Period or (2) such Loan denominated in such Affected Currency shall be ineffective andconverted, on the last day of the Interest Period applicable thereto, to an ABR Borrowing and (ii) if the affected currency is a Foreign Currency, then current (A) in the case of a Borrowing Request, any Borrowing Request that requests a Eurocurrency Borrowing denominated in such Foreign Currency and for such Interest PeriodPeriod or any RFR Borrowing, as applicable, at the Borrower’s election, (1) shall be ineffective or (2) shall be made as (x) in the case of a Borrowing denominated in a Foreign Currency other than CAD, an ABR Borrowing (in an amount equal to the Dollar Equivalent of such Eurocurrency Borrowing or RFR Borrowing, as applicable) or (y) in the case of a Borrowing denominated in CAD, a Borrowing denominated in CAD bearing interest at the Canadian Prime Rate plus the Applicable Margin for ABR Loans, (B) in the case of any Eurocurrency Loan outstanding on the date of the Borrower’s receipt of such notice from the Administrative Agent, such LIBOR Rate Loan shall be prepaid repaid in full at the end of the applicable Interest Period; provided, however, if such Eurocurrency Loan is not so repaid, it shall be converted to (x) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency other than CAD, an ABR Loan (in an amount equal to the Dollar Equivalent of such Eurocurrency Loan) or (y) in the case of a Eurocurrency Borrowing denominated in CAD, a Loan denominated in CAD bearing interest at the Canadian Prime Rate plus the Applicable Margin for ABR Loans, in each case on the last day of the Interest Period applicable thereto, and (C) in the case of any RFR Loan outstanding on the date of the Borrower’s receipt of such notice from the Administrative Agent, such RFR Loan shall be converted to an ABR Loan (in an amount equal to the Dollar Equivalent of such RFR Loan) on the immediately succeeding Business Day. 1.1.1. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of any then-current Benchmark for an Applicable Currency, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark for such Applicable Currency with a Benchmark Replacement. Any such amendment in respect of any Benchmark Transition Event will become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each affected Class. 1.1.2. In connection with the implementation of a Benchmark Replacement, the Administrative Agent, in consultation with the Borrower, together with accrued will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. [[6423235v.9]] (ii) The Administrative Agent will promptly notify the Borrower and unpaid interest thereon the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) any Benchmark Replacement Date and all other amounts payable the related Benchmark Replacement, (iii) the effectiveness of any Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Borrower under Administrative Agent as set forth in this Section 2.13 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. (iii) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for an Applicable Currency is a term rate (including the Adjusted Term SOFR Rate, the Adjusted Term XXXXX Rate, the EURIBO Rate or the AUD 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 or (B) the regulatory supervisor for each Lender the Base LIBOR Rate administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such LIBOR Benchmark is or will no longer be representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark setting for such Applicable Currency at or after such time to remove such unavailable or non-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 Applicable Currency (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark for such Applicable Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings for such Applicable Currency at or after such time to reinstate such previously removed tenor. (iv) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Borrower may revoke any request for a Eurocurrency Borrowing, Term Benchmark Borrowing or RFR Borrowing, or conversion to or continuation of Eurocurrency Loans in each affected Applicable Currency to be made, converted or continued during such Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion (x) in the case of a Loan or Borrowing denominated in a Foreign Currency other than CAD, an ABR Loan (in an amount equal to the Dollar Equivalent of such Eurocurrency Borrowing or RFR Borrowing, as applicable) or (y) in the case of a Loan or Borrowing denominated in CAD, a Loan [[6423235v.9]] denominated in CAD bearing interest at the Canadian Prime Rate Loan plus the Applicable Margin for ABR Loans and (ii) (A) any outstanding affected RFR Loans denominated in Dollars or Term Benchmark Loans will be deemed to have been converted into ABR Loans on the last day of the Interest Period applicable thereto, (B) any outstanding affected Eurocurrency Loans denominated in an Agreed Foreign Currency shall be prepaid in full at the cost end of the applicable Interest Period; provided, however, if such Eurocurrency Loan is not so prepaid, it shall be converted to such Lender (x) in the case of a Eurocurrency Loan denominated in an Agreed Foreign Currency other than CAD, an ABR Loan (in an amount equal to fund its pro rata share the Dollar Equivalent of such LIBOR Eurocurrency Loan) or (y) in the case of a Eurocurrency Loan denominated in CAD, a Loan denominated in CAD bearing interest at the Canadian Prime Rate plus the Applicable Margin for ABR Loans, in each case on the last day of the Interest Period applicable thereto, and (C) any outstanding affected RFR Loans shall be converted to an ABR Loan (from whatever source and using whatever methodologies in an amount equal to the Dollar Equivalent of such RFR Loan) on the immediately succeeding Business Day. During any Benchmark Unavailability Period with respect to Dollars or at any time that a tenor for the then-current Benchmark for Dollars is not an Available Tenor, the component of Alternate Base Rate based upon such Benchmark or such tenor for such Benchmark, as such Lender may select applicable, will not be used in its reasonable discretion)any determination of Alternate Base Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek Subject to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error)Section 2.13(b) below, then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then if: (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Term Benchmark Borrowing in any Applicable Currency, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR, the CDO Rate Loan or, the Adjusted EURIBO Rate or the TIBOR Rate, as applicable (including, without limitation, because the Currency Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (ii) (A) prior to the commencement of such Loan herein called any Interest Period for a Term Benchmark Borrowing in any Applicable Currency, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders of the applicable Class or, in the case of a Pro-Rata Borrowing, the Required Lenders, that Term SOFR, the LIBOR CDO Rate or, the Adjusted EURIBO Rate or the Base LIBOR TIBOR Rate, as applicable, for a Loan in the applicable currency such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until identifying the relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Borrowing to, or the continuation of any Revolver Commitment Borrowing as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Term Benchmark Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected the affected Currency shall be ineffective and, on if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in CAD shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Relevant Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of CAD) at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the then current Interest PeriodPeriod for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for an Applicable Currency, then (x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such LIBOR Rate Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan shall Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Applicable Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (x) in the case of a Benchmark Replacement for Dollars, the Required Lenders, and, (y) in the case of a Benchmark Replacement for any Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be prepaid payable on a quarterly basis. (c) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent (after consulting with the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the BorrowerAdministrative Agent or, together if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with accrued respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and unpaid interest thereon any decision to take or refrain from taking any action or any selection, will be conclusive and all binding absent manifest error and may be made in its or their sole discretion and without consent from any other amounts payable party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for an Applicable Currency is a term rate (including the Term SOFR Reference Rate or the applicable Relevant Rate) and either (A) any tenor for such Benchmark for such Applicable Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Borrower under this Agreement Administrative Agent in its reasonable discretion or (B) 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 Applicable Currency is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings for such Applicable Currency at or after such time to remove such unavailable or non-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 Applicable 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 for a Benchmark for such Applicable Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings for such Applicable Currency at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each Lender affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the Base LIBOR conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the affected Applicable Currency shall be ineffective and, if the affected Applicable Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Applicable Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Applicable Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Applicable Currency shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for such LIBOR Rate Loan the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the cost Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Applicable Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Lender Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to fund its pro rata share the Dollar Equivalent of such LIBOR affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Applicable Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in CAD shall be made as a Term Benchmark Borrowing with a Relevant Rate Loan equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (from whatever source which determination shall be conclusive and using whatever methodologies binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Relevant Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of CAD) at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such Lender may select tenor for such Benchmark, as applicable, will not be used in its reasonable discretion)any determination of the Alternate Base Rate.

Market Disruption and Alternate Rate of Interest. (axiv) If at the time that the Agent shall seek Subject to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate Section 2.13(b) below, if: (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then (i1) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Term Benchmark Borrowing in any Applicable Currency, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR, the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the TIBOR Rate, the XXXXXX Rate Loan or the BKBM Rate, as applicable (including, without limitation, because the Currency Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or 748405650 (2) (A) prior to the commencement of such Loan herein called any Interest Period for a Term Benchmark Borrowing in any Applicable Currency, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders of the applicable Class or, in the case of a Pro-Rata Borrowing, the Required Lenders, that Term SOFR, the LIBOR CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the TIBOR Rate, the XXXXXX Rate or the Base LIBOR BKBM Rate, as applicable, for a Loan in the applicable currency such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until identifying the relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Borrowing to, or the continuation of any Revolver Commitment Borrowing as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Term Benchmark Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected the affected Currency shall be ineffective and, on if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after 748405650 receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the then current Interest PeriodPeriod for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. (xv) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for an Applicable Currency, then (x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such LIBOR Rate Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan shall Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Applicable Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (x) in the case of a Benchmark Replacement for Dollars, the Required Lenders, and, (y) in the case of a Benchmark Replacement for any Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be prepaid payable on a quarterly basis. x. Xx connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent (after consulting with the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. ii. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the BorrowerAdministrative Agent or, together if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with accrued respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and unpaid interest thereon any decision to take or refrain from taking any action or any selection, will be conclusive and all binding absent manifest error and may be made in its or their sole discretion and without consent from any other amounts payable party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. iii. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for an Applicable Currency is a term rate (including the Term SOFR Reference Rate or the applicable Relevant Rate) and either (A) any tenor for such Benchmark for such Applicable Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Borrower under this Agreement Administrative Agent in its reasonable discretion or (B) 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 748405650 Applicable Currency is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings for such Applicable Currency at or after such time to remove such unavailable or non-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 Applicable 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 for a Benchmark for such Applicable Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings for such Applicable Currency at or after such time to reinstate such previously removed tenor. iv. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each Lender affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the Base LIBOR conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the affected Applicable Currency shall be ineffective and, if the affected Applicable Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Applicable Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Applicable Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Applicable Currency shall be made as a Borrowing bearing interest at the Central Bank Rate for such LIBOR Rate Loan the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the cost Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Applicable Currency, at the Borrower’s election shall either (1) be converted to a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Lender Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to fund its pro rata share the Dollar Equivalent of such LIBOR affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Applicable Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate Loan equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (from whatever source which determination shall be conclusive and using whatever methodologies binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the 748405650 Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such Lender may select tenor for such Benchmark, as applicable, will not be used in its reasonable discretion)any determination of the Alternate Base Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR LIBO Rate for such LIBOR Rate Loan then Eurocurrency Borrowing, (i) if such Advance Borrowing shall be requested in Dollars, then such Advance Borrowing shall be made as a Base Rate Loan an ABR Borrowing at the Alternate Base Rate and Rate, (ii) if such Advance Borrowing shall be requested in any Alternative Agreed Foreign Currency (other than Canadian Dollars) then either, at the Borrower’s election, (A) any Borrowing Request for Borrowing that requests a LIBOR Rate Loan Eurocurrency Borrowing denominated in the affected Currency shall be deemed ineffective or (B) for each Lender the Base LIBOR LIBO Rate for such LIBOR Rate Loan shall be equal to the weighted average of the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)) (with respect to a Lender, the “COF Rate” and with respect to the weighted average of the COF Rate applicable to each Lender for any Borrowing, the “Average COF Rate”) and (iii) if such Borrowing shall be requested in Canadian Dollars, then the LIBO Rate shall be equal to the Canadian Prime Rate. (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing of a Class (the Currency of such Loan Borrowing herein called the “Affected Currency”): (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan in the Affected Currency or for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders of such Class that the LIBOR Adjusted LIBO Rate or the Base LIBOR LIBO Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Advance Borrowing for such Interest Period then, if Period; then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Syndicated Borrowing to, or the continuation of any Revolver Commitment Syndicated Borrowing as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Eurocurrency Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such the Affected Currency shall be ineffective and, on if the last day Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A), any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, (B) the LIBO Rate for such Eurocurrency Borrowing shall be at the Average COF Rate or (C) the LIBO Rate for any such Eurocurrency Borrowing denominated in Canadian Dollars shall be at the Canadian Prime Rate, provided that, if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted; provided further that, in connection with any ABR Borrowing made pursuant to the terms of this Section 2.13(b), the determination of the Alternate Base Rate shall disregard clause (c) of the definition thereof. (c) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b)(i) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then current Interest Periodthe Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such LIBOR Rate Loan related changes shall be prepaid by not include a reduction of the BorrowerApplicable Margin). Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, together with accrued and unpaid a copy of such amendment, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest thereon and all other amounts payable by shall be determined in accordance with this clause (b) (but, in the Borrower under case of the circumstances described in clause (ii) of the first sentence of this Agreement or (B) for each Lender Section 2.13(c), only to the Base extent the LIBOR Screen Rate for the Affected Currency and such LIBOR Rate Loan Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and (y) if any Borrowing Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the cost to such Lender to fund its pro rata share purposes of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)this Agreement.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek Subject to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest errorSection 2.14(b), then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then if: (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Term SOFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR (including, without limitation, because the Term SOFR Reference Rate Loan for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Currency Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (ii) (A) prior to the commencement of such Loan herein called any Interest Period for a Term SOFR Borrowing, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders that the LIBOR Rate or the Base LIBOR Rate, as applicable, for a Loan in the applicable currency or Adjusted Term SOFR for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by the Required Lenders that the Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in any RFR Borrowing; then the Administrative Agent shall give notice thereof (which may be by telephone) to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Borrowing to, or continuation of any Revolver Commitment Borrowing as, a LIBOR Rate Loan an affected Term SOFR Borrowing shall be ineffective and ineffective, (ii) any affected Term SOFR Borrowing shall be continued as, or converted to, an ABR Borrowing, (iii) any affected RFR Borrowing shall convert to, and shall constitute, a CBR Borrowing that bears interest at the Central Bank Rate plus the CBR Spread; provided that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate cannot be determined, each Borrowing shall be prepaid in full by the Borrower on the day that the Borrower receives notice thereof from the Administrative Agent, and (v) any Borrowing Request for Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election affected (A) any Request for Term SOFR Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective deemed to be a request for an ABR Borrowing or (B) RFR Borrowing shall be deemed to be a request for a CBR Borrowing. Interest on any CBR Loan shall be payable, and principal of any Request for Conversion/Continuation CBR Loan shall be payable or prepayable, in each case, as would be applicable to the Loan that was converted into such CBR Loan. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a LIBOR Rate Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement and the other Loan denominated in Documents to replace the then- current Benchmark with a Benchmark Replacement. Any such Affected Currency shall be ineffective andamendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m., New York City time, on the last day fifth Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.14(b)(i) will occur prior to the applicable Benchmark Transition Start Date. (ii) In connection with the implementation and administration of any Benchmark Replacement (or with respect to the Adjusted Term SOFR or the Daily Simple RFR), the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (iii) The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement, (B) the effectiveness of any Benchmark Replacement Conforming Changes, (C) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below and (D) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.14 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.14. (iv) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (1) 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 or (2) 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, then current the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such LIBOR time to reinstate such previously removed tenor. (v) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) with respect to amounts denominated in US Dollars, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans and (B) with respect to amounts denominated in Sterling, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to CBR Loans that bears interest at the Central Bank Rate plus the CBR Spread; provided that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for Sterling cannot be determined, each Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable in full by the Borrower under this Agreement or (B) for each Lender on the Base LIBOR Rate for such LIBOR Rate day that the Borrower receives notice thereof from the Administrative Agent. Interest on any CBR Loan shall be payable, and principal of any CBR Loan shall be payable or prepayable, in each case, as would be applicable to the cost to Loan that was converted into such Lender to fund its pro rata share CBR Loan. During the period referenced in the foregoing sentence, if a component of Alternate Base Rate is based upon the Benchmark, such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select component will not be used in its reasonable discretion)any determination of Alternate Base Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)[Reserved]. (b) If prior to the commencement first day of any Interest Period for a LIBOR Rate Loan Eurocurrency Loan: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrower) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for the applicable Interest Period (including because the LIBOR Screen Rate is not available or published on a current basis); provided that no Benchmark Transition Event shall have occurred at such time; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBOR Eurocurrency Rate or the Base LIBOR Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans included in such Advance for during such Interest Period thenPeriod, if then the Affected Currency is Dollars, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly soon as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any interest election request pursuant to Section 2.4 that requests continuation of (or conversion to) any Eurocurrency Loan for such applicable Interest Period shall be ineffective, and (B) such Borrowing shall be made as an ABR Loan. The Administrative Agent shall not make a determination described in Section 2.8(b)(i), and no Lender shall advise the Administrative Agent as described in Section 2.8(b)(ii) unless the Administrative Agent or such Lender, as applicable, is then generally making similar determinations or delivering similar advice, in each case, under other credit facilities to which it is a party with borrowers or account parties that are similarly situated to and of similar creditworthiness to the Borrower. (c) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurocurrency Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m., New York City time, on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of Eurocurrency Rate with a Benchmark Replacement pursuant to this Section 2.8 will occur prior to the applicable Benchmark Transition Start Date. (d) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any Request for Conversion/Continuation occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.8. (f) Upon Kimco’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) any interest election request pursuant to Section 2.4 that requests the conversion of any Revolver Commitment to, or continuation of (or conversion to) any Revolver Commitment as, a LIBOR Rate Eurocurrency Loan for such applicable Interest Period shall be ineffective and the Borrower will be deemed to have converted any such request into a request for a conversion to ABR Loans and (iiB) any Request for Borrowing or Request for Conversion/Continuation all Eurocurrency Loans shall be made as a Base Rate Loan. If converted to ABR Loans at the Affected Currency is an Alternative Currencyend of their then-continuing Interest Periods, then eitherand from and after the end of such Interest Periods and for the duration of the Benchmark Unavailability Period, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency all Loans shall be ineffective ABR Loans. During any Benchmark Unavailability Period, the component of the ABR based upon LIBOR will not be used in any determination of ABR. (g) Notwithstanding the foregoing provisions of this Section 2.8 or anything in any Loan Document to the contrary, any Benchmark Replacement and Benchmark Replacement Adjustment agreed upon by the Administrative Agent and the Borrower and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency Benchmark Replacement Conforming Changes shall be ineffective andon terms no less favorable to the Borrower than corresponding terms in credit facilities to which Xxxxx Fargo Bank, on the last day National Association serves as administrative agent with borrowers similarly situated to and of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by similar creditworthiness to the Borrower, together in general, but not necessarily all such credit facilities with accrued and unpaid interest thereon and all respect to which Xxxxx Fargo Bank, National Association serves as administrative agent; provided, further, that nothing in this clause (g) shall obligate the Administrative Agent to disclose any information regarding other amounts payable by the Borrower under this Agreement borrowers or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)facilities.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing the LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Agreed Currency with respect to such LIBOR Rate Loan Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Eurocurrency Rate for such Interest Period for such LIBOR Eurocurrency Borrowing; provided that if any Reference Bank Rate Loanshall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan then Eurocurrency Borrowing, (i) if such Advance Borrowing shall be requested in Dollars, then such Advance Borrowing shall be made as a Base Rate Loan at the Base Rate an ABR Borrowing and (ii) if such Advance Borrowing shall be requested in any Alternative Currency eitherForeign Currency, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR the Eurocurrency Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender equal to an interest rate reasonably determined by the Base LIBOR Rate Administrative Agent, after consultation with the Borrower Representative and the applicable Lenders, to compensate the applicable Lenders for such LIBOR Rate Loan shall be in such currency for the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan applicable period (from whatever source and using whatever methodologies as the Administrative Agent and such Lender Lenders may select in its their reasonable discretion) (such rate, the “CF Rate”). (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent is advised determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining (including, without limitation, by means of an Interpolated Rate) the Required Lenders that the LIBOR Adjusted LIBO Rate or the Base LIBOR Eurocurrency Rate, as applicable, for a Loan in the applicable currency Agreed Currency or for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the Eurocurrency Rate, as applicable, for a Loan in the applicable Agreed Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Advance Borrowing for such Interest Period thenPeriod, if then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Eurocurrency Borrowing to, or continuation of any Revolver Commitment asEurocurrency Borrowing in the applicable Agreed Currency or for the applicable Interest Period, a LIBOR Rate Loan as the case may be, shall be ineffective and ineffective, (iiB) any Request for if such Borrowing or Request for Conversion/Continuation is requested in Dollars, such Borrowing shall be made as a Base Rate Loan. If the Affected Currency an ABR Borrowing and (C) if such Borrowing is an Alternative requested in any Foreign Currency, then eitherthe Eurocurrency Rate for such Eurocurrency Borrowing shall be at the CF Rate; provided, at Borrower’s election further that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. (Ac) Notwithstanding the satisfaction of all conditions referred to in Article II with respect to any Request for Borrowing that requests a LIBOR Rate Loan in any Foreign Currency, if there shall occur on or prior to the date of such Affected Currency shall Loan any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the applicable Borrower, the Administrative Agent or the Required Lenders make it impracticable for the Eurocurrency Loans comprising such Loan to be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Foreign Currency specified by the applicable Borrower, then the Administrative Agent shall forthwith give notice thereof to such Borrower and the Revolving Lenders or such Borrower shall give notice thereof to the Revolving Lenders, as the case may be, and such Eurocurrency Loans shall not be denominated in such Foreign Currency but shall be ineffective andmade on such date in Dollars, on in an aggregate principal amount equal to the last day Dollar Amount of the then current Interest Periodaggregate principal amount of the Foreign Currency specified in the related Borrowing Request, as ABR Loans, unless the applicable Borrower notifies the Administrative Agent at least one Business Day before such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement date that (a) it elects not to borrow on such date or (Bb) for each Lender it elects to borrow on such date in a different Agreed Currency, as the Base LIBOR Rate for such LIBOR Rate Loan shall be case may be, in which the cost to such Lender to fund its pro rata share denomination of such LIBOR Rate Loan (from whatever source Eurocurrency Loans would in the opinion of the Administrative Agent and using whatever methodologies as such Lender may select the Required Lenders be practicable and in its reasonable discretion)an aggregate principal amount equal to the Dollar Amount of the aggregate principal amount off the Foreign Currency specified in the related Borrowing Request.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek Subject to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error)Section 2.13(b) below, then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then if: (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Term Benchmark Borrowing in any Applicable Currency, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Term SOFR Reference Rate, the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate Loan or the TIBOR Rate, as applicable (including, without limitation, because the Currency Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (ii) (A) prior to the commencement of such Loan herein called any Interest Period for a Term Benchmark Borrowing in any Applicable Currency, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders of the applicable Class or, in the case of a Pro-Rata Borrowing, the Required Lenders, that the LIBOR Term SOFR Reference Rate, the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate or the Base LIBOR RateTXXXX Xxxx, as applicable, for a Loan in the applicable currency such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until identifying the relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Borrowing to, or the continuation of any Revolver Commitment Borrowing as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Term Benchmark Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected the affected Currency shall be ineffective and, on if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) using its reasonable discretion that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) using its reasonable discretion that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) using its reasonable discretion that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Term Benchmark equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice, or, in the case of a Term Benchmark Borrowing, the last day of the then current Interest PeriodPeriod for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for an Applicable Currency, then (x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such LIBOR Rate Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan shall Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Applicable Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (x) in the case of a Benchmark Replacement for Dollars, the Required Lenders, and, (y) in the case of a Benchmark Replacement for any Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be prepaid payable on a quarterly basis. (c) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent (after consulting with the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the BorrowerAdministrative Agent or, together if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with accrued respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and unpaid interest thereon any decision to take or refrain from taking any action or any selection, will be conclusive and all binding absent manifest error and may be made in its or their sole discretion and without consent from any other amounts payable party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for an Applicable Currency is a term rate (including the Term SOFR Reference Rate or the applicable Relevant Rate) and either (A) any tenor for such Benchmark for such Applicable Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Borrower under this Agreement Administrative Agent in its reasonable discretion or (B) 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 Applicable Currency is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings for such Applicable Currency at or after such time to remove such unavailable or non-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 Applicable 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 for a Benchmark for such Applicable Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings for such Applicable Currency at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each Lender affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the Base LIBOR conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the affected Applicable Currency shall be ineffective and, if the affected Applicable Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Applicable Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Applicable Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Applicable Currency shall be made as a Borrowing bearing interest at the Central Bank Rate for such LIBOR Rate Loan the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) using its reasonable discretion that the cost Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Applicable Currency, at the Borrower’s election shall either (1) be converted to a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) using its reasonable discretion that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Lender Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to fund its pro rata share the Dollar Equivalent of such LIBOR Rate Loan affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (from whatever source 2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Applicable Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) using whatever methodologies as such Lender may select in its reasonable discretion)discretion that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Term Benchmark equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek Subject to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error)Section 2.13(b) below, then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then if: (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Eurocurrency Borrowing in any Applicable Currency or a Term Benchmark Borrowing, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate, the CDO Rate, the EURIBO Rate Loan or the AUD Rate, as applicable (including, without limitation, because the Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the applicable Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (ii) (A) prior to the commencement of any Interest Period for a Eurocurrency Borrowing in any Applicable Currency of such Loan herein called or a Term Benchmark Borrowing, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders of the applicable Class or, in the case of a Pro-Rata Borrowing, the Required Lenders, that the LIBOR Adjusted Term SOFR Rate, the CDO Rate, the EURIBO Rate or the Base LIBOR AUD Rate, as applicable, for a Loan in the applicable currency such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the applicable Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by telephone or telecopy in writing as promptly as practicable thereafter setting forth in reasonable detail the basis for such determination and, until the Administrative Agent notifies the Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) if the affected currency is Dollars, then (A) in the case of a Borrowing Request, any Borrowing Request for Conversion/Continuation that requests a Term Benchmark Borrowing or an RFR Borrowing denominated in Dollars and for such Interest Period, at the conversion of any Revolver Commitment toBorrower’s election, or continuation of any Revolver Commitment as, a LIBOR Rate Loan (1) shall be ineffective and or (ii2) any Request for Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If an ABR Borrowing and (B) in the Affected Currency is an Alternative Currency, then eithercase of any Term Benchmark Borrowing or RFR Borrowing denominated in Dollars and for such Interest Period outstanding on the date of the Borrower’s receipt of such notice from the Administrative Agent, at the Borrower’s election election, (A1) any Request for Borrowing that requests a LIBOR Rate such Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation repaid at the end of a LIBOR Rate the applicable Interest Period or (2) such Loan denominated in such Affected Currency shall be ineffective andconverted, on the last day of the Interest Period applicable thereto, to an ABR Borrowing and (ii) if the affected currency is a Foreign Currency, then current (A) in the case of a Borrowing Request, any Borrowing Request that requests a Eurocurrency Borrowing denominated in such Foreign Currency and for such Interest PeriodPeriod or any RFR Borrowing, as applicable, at the Borrower’s election, (1) shall be ineffective or (2) shall be made as (x) in the case of a Borrowing denominated in a Foreign Currency other than CAD, an ABR Borrowing (in an amount equal to the Dollar Equivalent of such Eurocurrency Borrowing or RFR Borrowing, as applicable) or (y) in the case of a Borrowing denominated in CAD, a Borrowing denominated in CAD bearing interest at the Canadian Prime Rate plus the Applicable Margin for ABR Loans, (B) in the case of any Eurocurrency Loan outstanding on the date of the Borrower’s receipt of such notice from the Administrative Agent, such LIBOR Rate Loan shall be prepaid repaid in full at the end of the applicable Interest Period; provided, however, if such Eurocurrency Loan is not so repaid, it shall be converted to (x) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency other than CAD, an ABR Loan (in an amount equal to the Dollar Equivalent of such Eurocurrency Loan) or (y) in the case of a Eurocurrency Borrowing denominated in CAD, a Loan denominated in CAD bearing interest at the Canadian Prime Rate plus the Applicable Margin for ABR Loans, in each case on the last day of the Interest Period applicable thereto, and (C) in the case of any RFR Loan outstanding on the date of the Borrower’s receipt of such notice from the Administrative Agent, such RFR Loan shall be converted to an ABR Loan (in an amount equal to the Dollar Equivalent of such RFR Loan) on the immediately succeeding Business Day. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of any then-current Benchmark for an Applicable Currency, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark for such Applicable Currency with a Benchmark Replacement. Any such amendment in respect of any Benchmark Transition Event will become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each affected Class. (c) In connection with the implementation of a Benchmark Replacement, the Administrative Agent, in consultation with the Borrower, together with accrued will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and unpaid interest thereon the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) any Benchmark Replacement Date and all other amounts payable the related Benchmark Replacement, (iii) the effectiveness of any Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Borrower under Administrative Agent as set forth in this Section 2.13 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for an Applicable Currency is a term rate (including the Adjusted Term SOFR Rate, the CDO Rate, the EURIBO Rate or the AUD 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 or (B) the regulatory supervisor for each Lender the Base LIBOR Rate administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such LIBOR Benchmark is or will no longer be representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark setting for such Applicable Currency at or after such time to remove such unavailable or non-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 Applicable Currency (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark for such Applicable Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings for such Applicable Currency at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Borrower may revoke any request for a Eurocurrency Borrowing, Term Benchmark Borrowing or RFR Borrowing, or conversion to or continuation of Eurocurrency Loans in each affected Applicable Currency to be made, converted or continued during such Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion (x) in the case of a Loan or Borrowing denominated in a Foreign Currency other than CAD, an ABR Loan (in an amount equal to the Dollar Equivalent of such Eurocurrency Borrowing or RFR Borrowing, as applicable) or (y) in the case of a Loan or Borrowing denominated in CAD, a Loan denominated in CAD bearing interest at the Canadian Prime Rate Loan plus the Applicable Margin for ABR Loans and (ii) (A) any outstanding affected RFR Loans denominated in Dollars or Term Benchmark Loans will be deemed to have been converted into ABR Loans on the last day of the Interest Period applicable thereto, (B) any outstanding affected Eurocurrency Loans denominated in an Agreed Foreign Currency shall be prepaid in full at the cost end of the applicable Interest Period; provided, however, if such Eurocurrency Loan is not so prepaid, it shall be converted to such Lender (x) in the case of a Eurocurrency Loan denominated in an Agreed Foreign Currency other than CAD, an ABR Loan (in an amount equal to fund its pro rata share the Dollar Equivalent of such LIBOR Eurocurrency Loan) or (y) in the case of a Eurocurrency Loan denominated in CAD, a Loan denominated in CAD bearing interest at the Canadian Prime Rate plus the Applicable Margin for ABR Loans, in each case on the last day of the Interest Period applicable thereto, and (C) any outstanding affected RFR Loans shall be converted to an ABR Loan (from whatever source and using whatever methodologies in an amount equal to the Dollar Equivalent of such RFR Loan) on the immediately succeeding Business Day. During any Benchmark Unavailability Period with respect to Dollars or at any time that a tenor for the then-current Benchmark for Dollars is not an Available Tenor, the component of Alternate Base Rate based upon such Benchmark or such tenor for such Benchmark, as such Lender may select applicable, will not be used in its reasonable discretion)any determination of Alternate Base Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Eurocurrency Advance the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such LIBOR Rate Loan Eurocurrency Borrowing for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Eurocurrency Rate for such Interest Period for such LIBOR Rate LoanEurocurrency Advance; provided, however, that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan then Eurocurrency Advance, (i) if such Advance shall be requested in DollarsUSD, then such Advance Borrowing shall be made as a Base Floating Rate Loan Advance at the Base Floating Rate and (ii) if such Advance Borrowing shall be requested in any Alternative Currency eitherNon-USD Currency, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR the Eurocurrency Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be equal to the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Eurocurrency Advance (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion); such rate, the “CF Rate”). (b) If prior to the commencement of any Interest Period for a LIBOR Eurocurrency Advance: (i) the Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate or the Eurocurrency Reference Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period; or (the Currency of such Loan herein called the “Affected Currency”ii) the Agent is advised by the Required Lenders that the LIBOR Eurocurrency Rate or the Base LIBOR Eurocurrency Reference Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Advance for such Interest Period thenPeriod, if the Affected Currency is Dollars, then the Agent shall give notice thereof to the Borrower Company and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Request for Conversion/Continuation interest election request that requests the conversion of any Revolver Commitment Eurocurrency Advance to, or continuation of any Revolver Commitment asEurocurrency Advance in the applicable currency or for the applicable Interest Period, a LIBOR Rate Loan as the case may be, shall be ineffective ineffective, and (ii) any Request for Borrowing or Request for Conversion/Continuation such Eurodollar Advance shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, repaid on the last day of the then current Interest PeriodPeriod applicable thereto, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender if such Advance is requested in USD, such Advance shall be made as a Floating Rate Advance and (C) if such Borrowing is requested in any Non-USD currency, then the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan Eurocurrency Advance shall be at the cost CF Rate; provided, further that if the circumstances giving rise to such Lender to fund its pro rata share notice affect only one type of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)Advances, then the other type of Advances shall be permitted.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)Rate. (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan (the Currency of such Loan herein called the “Affected Currency”) the Agent is advised by the Required Lenders that the LIBOR Rate or the Base LIBOR Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Advance for such Interest Period thenPeriod, if the Affected Currency is Dollars, then the Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Request for Conversion/Continuation that requests the conversion of any Revolver Commitment to, or continuation of any Revolver Commitment as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion).

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan then Eurocurrency Borrowing, (i) if such Advance Borrowing shall be requested in Dollars, then such Advance Borrowing shall be made as a Base Rate Loan an ABR Borrowing at the Alternate Base Rate and (ii) if such Advance Borrowing shall be requested in any Alternative Currency eitherAgreed Foreign Currency, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR the Eurocurrency Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be equal to the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion); (such rate, the “COF Rate”). (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent is advised by determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Required Lenders that the LIBOR Adjusted LIBO Rate or the Base LIBOR Eurocurrency Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the Eurocurrency Rate, as applicable, for a Loan in the applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans (or its Loan) included in such Advance Borrowing for such Interest Period thenPeriod, if then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Eurocurrency Borrowing to, or continuation of any Revolver Commitment asEurocurrency Borrowing in the applicable currency or for the applicable Interest Period, a LIBOR Rate Loan as the case may be, shall be ineffective and ineffective, (iiB) any Request for if such Borrowing or Request for Conversion/Continuation is requested in Dollars, such Borrowing shall be made as a Base Rate Loan. If the Affected Currency an ABR Borrowing and (C) if such Borrowing is an Alternative requested in any Agreed Foreign Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan Eurocurrency Borrowing shall be at the cost COF Rate; provided, further that if the circumstances giving rise to such Lender to fund its pro rata share notice affect only one Type of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)Borrowings, then the other Type of Borrowings shall be permitted.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant LIBOR Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Eurodollar Loan, the applicable LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such LIBOR Rate Eurodollar Loan for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Eurodollar Base LIBOR Rate for such Interest Period for such LIBOR Rate Eurodollar Loan; provided, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Eurodollar Base LIBOR Rate for such LIBOR Rate Eurodollar Loan, then such Eurodollar Loan then (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate an ABR Loan at the Alternate Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)Rate. (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan Eurodollar Loan: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the Eurodollar Base Rate, as applicable, for a Loan in USD for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBOR Adjusted LIBO Rate or the Eurodollar Base LIBOR Rate, as applicable, for a Loan in the applicable currency or USD for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Advance Loan for such Interest Period then, if Period; then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Conversion Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Loan to, or continuation of any Revolver Commitment asLoan in USD at the Adjusted LIBO Rate for the applicable Interest Period, a LIBOR shall be ineffective, (B) the utilization of the Adjusted LIBO Rate component in determining the Alternative Base Rate shall be suspended, and (C) such Loan shall be ineffective and (ii) any Request for Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is converted to an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate ABR Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion).

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such LIBOR Rate Loan Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Eurocurrency Rate for such Interest Period for such LIBOR Rate LoanEurocurrency Borrowing; provided, that if any Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan then Eurocurrency Borrowing (i) if such Advance Borrowing shall be requested in U.S. Dollars, then such Advance Borrowing shall be made as a Base Rate Loan at the Base Rate an ABR Borrowing and (ii) if such Advance Borrowing shall be requested in any Alternative Currency eitherother Agreed Currency, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR the Eurocurrency Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be equal to the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Eurocurrency Borrowing in such currency (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion; such rate, the “COF Rate”). (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Rate or the Eurocurrency Rate, as applicable (including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis), for a Loan in the applicable currency or for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required majority in interest of the Lenders that would participate in such Borrowing that the LIBOR Adjusted Eurocurrency Rate or the Base LIBOR Eurocurrency Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Advance Borrowing for such currency or Interest Period thenPeriod, if then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone or, telecopy or telecopy electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the applicable Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Eurocurrency Borrowing to, or continuation of any Revolver Commitment asEurocurrency Borrowing in the applicable currency or for the applicable Interest Period, a LIBOR Rate Loan as the case may be, shall be ineffective and ineffective, (iiB) any Request for if such Borrowing or Request for Conversion/Continuation is requested in U.S. Dollars, such Borrowing shall be made as a Base Rate Loan. If the Affected Currency an ABR Borrowing and (C) if such Borrowing is an Alternative requested in any other Agreed Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan Eurocurrency Borrowing shall be at the cost COF Rate; provided that if the circumstances giving rise to such Lender to fund its pro rata share notice affect only one Type of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)Borrowings, then the other Type of Borrowings shall be permitted.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR LIBO Rate for such Interest Period for such LIBOR Rate LoanEurocurrency Borrowing; provided, however, if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR LIBO Rate for such LIBOR Rate Loan then Eurocurrency Borrowing (i) if such Advance Borrowing shall be requested in DollarsUSD, then such Advance Borrowing shall be made as a Base Rate Loan an ABR Borrowing at the Alternate Base Rate and (ii) if such Advance Borrowing shall be requested in any Alternative Foreign Currency then either, at Borrower’s election, (A) any Borrowing Request for Borrowing that requests a LIBOR Rate Loan Eurocurrency Borrowing denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR LIBO Rate for such LIBOR Rate Loan Eurocurrency Borrowing shall be the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). No Lender shall be obligated to act as a Reference Bank. (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing of a Class (the Currency of such Loan Borrowing herein called the “Affected Currency”): (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan in the Affected Currency or for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders of such Class or, in the case of a Pro-Rata Borrowing, the Required Lenders, that the LIBOR Adjusted LIBO Rate or the Base LIBOR LIBO Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Advance Borrowing for such Interest Period then, if Period; then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Borrowing of such Class to, or the continuation of any Revolver Commitment Borrowing of such Class as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Eurocurrency Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such the Affected Currency shall be ineffective and, on if the last day of the then current Interest PeriodAffected Currency is Dollars, such LIBOR Rate Loan Borrowing (unless prepaid) shall be prepaid by continued as, or converted to, an ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing from such Class denominated in Dollars, such Borrowing shall be made as an ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, together with accrued and unpaid interest thereon and all other amounts payable by (A), any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Borrower under this Agreement Affected Currency shall be ineffective, or (B) for each Lender the Base LIBOR LIBO Rate for such LIBOR Rate Loan Eurocurrency Borrowing shall be the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion).

Market Disruption and Alternate Rate of Interest. (i) Subject to Section 2.13(b) below, if: (a) If at the time that the Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Eurocurrency Borrowing in any Agreed Foreign Currency or a Term Benchmark Borrowing, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate, the CDOAdjusted Term XXXXX Rate, the EURIBO Rate Loan or the AUD Rate, as applicable (including, without limitation, because the Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the applicable Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (b) (A) prior to the commencement of any Interest Period for a Eurocurrency Borrowing in any Agreed Foreign Currency of such Loan herein called or a Term Benchmark Borrowing, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders of the applicable Class or, in the case of a Pro-Rata Borrowing, the Required Lenders, that the LIBOR Adjusted Term SOFR Rate, the CDOAdjusted Term XXXXX Rate, the EURIBO Rate or the Base LIBOR AUD Rate, as applicable, for a Loan in the applicable currency such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the applicable Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by telephone or telecopy in writing as promptly as practicable thereafter setting forth in reasonable detail the basis for such determination and, until the Administrative Agent notifies the Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) if the affected currency is Dollars, then (A) in the case of a Borrowing Request, any Borrowing Request for Conversion/Continuation that requests a Term Benchmark Borrowing or an RFR Borrowing denominated in Dollars and for such Interest Period, at the conversion of any Revolver Commitment toBorrower’s election, or continuation of any Revolver Commitment as, a LIBOR Rate Loan (1) shall be ineffective and or (ii2) any Request for Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If an ABR Borrowing and (B) in the Affected Currency is an Alternative Currency, then eithercase of any Term Benchmark Borrowing or RFR Borrowing denominated in Dollars and for such Interest Period outstanding on the date of the Borrower’s receipt of such notice from the Administrative Agent, at the Borrower’s election election, (A1) any Request for Borrowing that requests a LIBOR Rate such Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation repaid at the end of a LIBOR Rate the applicable Interest Period or (2) such Loan denominated in such Affected Currency shall be ineffective andconverted, on the last day of the Interest Period applicable thereto, to an ABR Borrowing and (ii) if the affected [[60787996351539]] currency is a Foreign Currency, then current (A) in the case of a Borrowing Request, any Borrowing Request that requests a Eurocurrency Borrowing denominated in such Foreign Currency and for such Interest PeriodPeriod or any RFR Borrowing, as applicable, at the Borrower’s election, (1) shall be ineffective or (2) shall be made as (x) in the case of a Borrowing denominated in a Foreign Currency other than CAD, an ABR Borrowing (in an amount equal to the Dollar Equivalent of such Eurocurrency Borrowing or RFR Borrowing, as applicable) or (y) in the case of a Borrowing denominated in CAD, a Borrowing denominated in CAD bearing interest at the Canadian Prime Rate plus the Applicable Margin for ABR Loans, (B) in the case of any Eurocurrency Loan outstanding on the date of the Borrower’s receipt of such notice from the Administrative Agent, such LIBOR Rate Loan shall be prepaid repaid in full at the end of the applicable Interest Period; provided, however, if such Eurocurrency Loan is not so repaid, it shall be converted to (x) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency other than CAD, an ABR Loan (in an amount equal to the Dollar Equivalent of such Eurocurrency Loan) or (y) in the case of a Eurocurrency Borrowing denominated in CAD, a Loan denominated in CAD bearing interest at the Canadian Prime Rate plus the Applicable Margin for ABR Loans, in each case on the last day of the Interest Period applicable thereto, and (C) in the case of any RFR Loan outstanding on the date of the Borrower’s receipt of such notice from the Administrative Agent, such RFR Loan shall be converted to an ABR Loan (in an amount equal to the Dollar Equivalent of such RFR Loan) on the immediately succeeding Business Day. 1.1.1. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of any then-current Benchmark for an Applicable Currency, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark for such Applicable Currency with a Benchmark Replacement. Any such amendment in respect of any Benchmark Transition Event will become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each affected Class. 1.1.2. In connection with the implementation of a Benchmark Replacement, the Administrative Agent, in consultation with the Borrower, together with accrued and unpaid interest thereon and all will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other amounts payable by the Borrower under Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (Bii) for each Lender The Administrative Agent will promptly notify the Base LIBOR Rate for such LIBOR Rate Loan shall Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) any Benchmark Replacement Date and the related Benchmark Replacement, (iii) the effectiveness of any Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies Administrative Agent as such Lender may select set forth in its reasonable discretion).this Section [[60787996351539]]

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek Subject to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error)Section 2.13(b) below, then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then if: (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Term Benchmark Borrowing in any Applicable Currency, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR, the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the XXXXX Xxxx, the XXXXXX Rate Loan or the BKBM Rate, as applicable (including, without limitation, because the Currency Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (ii) (A) prior to the commencement of such Loan herein called any Interest Period for a Term Benchmark Borrowing in any Applicable Currency, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders of the applicable Class or, in the case of a Pro-Rata Borrowing, the Required Lenders, that Term SOFR, the LIBOR CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the XXXXX Xxxx, the XXXXXX Rate or the Base LIBOR BKBM Rate, as applicable, for a Loan in the applicable currency such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until identifying the relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Borrowing to, or the continuation of any Revolver Commitment Borrowing as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Term Benchmark Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected the affected Currency shall be ineffective and, on if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the then current Interest PeriodPeriod for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for an Applicable Currency, then (x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such LIBOR Rate Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan shall Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Applicable Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (x) in the case of a Benchmark Replacement for Dollars, the Required Lenders, and, (y) in the case of a Benchmark Replacement for any Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be prepaid payable on a quarterly basis. (c) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent (after consulting with the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the BorrowerAdministrative Agent or, together if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with accrued respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and unpaid interest thereon any decision to take or refrain from taking any action or any selection, will be conclusive and all binding absent manifest error and may be made in its or their sole discretion and without consent from any other amounts payable party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for an Applicable Currency is a term rate (including the Term SOFR Reference Rate or the applicable Relevant Rate) and either (A) any tenor for such Benchmark for such Applicable Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Borrower under this Agreement Administrative Agent in its reasonable discretion or (B) 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 Applicable Currency is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings for such Applicable Currency at or after such time to remove such unavailable or non-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 Applicable 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 for a Benchmark for such Applicable Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings for such Applicable Currency at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each Lender affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the Base LIBOR conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the affected Applicable Currency shall be ineffective and, if the affected Applicable Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Applicable Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Applicable Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Applicable Currency shall be made as a Borrowing bearing interest at the Central Bank Rate for such LIBOR Rate Loan the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the cost Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Applicable Currency, at the Borrower’s election shall either (1) be converted to a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Lender Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to fund its pro rata share the Dollar Equivalent of such LIBOR affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Applicable Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate Loan equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (from whatever source which determination shall be conclusive and using whatever methodologies binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such Lender may select tenor for such Benchmark, as applicable, will not be used in its reasonable discretion)any determination of the Alternate Base Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Borrowing of Eurocurrency Loans the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such LIBOR Rate Loan Borrowing of Eurocurrency Loans for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Eurocurrency Rate for such Interest Period for such LIBOR Rate LoanBorrowing of Eurocurrency Loans; provided, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR Eurocurrency Rate for such LIBOR Borrowing of Eurocurrency Loans, then (a) Kimco and the Administrative Agent may mutually agree in their reasonable discretion to appoint one or more additional Reference Banks (subject to consent by such Reference Bank(s)) for purposes of establishing the Reference Bank Rate Loan that shall be the Eurocurrency Rate for such Interest Period for such Borrowing of Eurocurrency Loans, or (b) if no additional Reference Banks are so appointed or if additional Reference Banks are so appointed and less than two Reference Banks supply such a rate, then (i) if such Advance Borrowing shall be requested in Dollars, then such Advance Borrowing shall be made as an ABR Loan at the ABR, (ii) if such Borrowing shall be requested in Canadian Dollars, then such Borrowing shall be made as a Base Canadian Prime Rate Loan at the Base Canadian Prime Rate and (iiiii) if such Advance Borrowing shall be requested in any Alternative Alternate Currency either(other than Canadian Dollars), at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan Borrowing shall be equal to the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Borrowing of Eurocurrency Loans (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion) (such rate, the “CF Rate”); provided that such cost shall be no greater than the cost that such Lender is charging under other credit facilities to which it is a party with borrowers similarly situated to and of similar creditworthiness to the Borrowers. (b) If prior to the commencement first day of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrowers) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for a Loan in the applicable currency or for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders (or, in the case of a Competitive Loan, the Lender that is required to make such Competitive Loan) that the LIBOR Eurocurrency Rate or the Base LIBOR Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) (as conclusively certified by such Lenders or Lender, as the case may be) of making or maintaining their affected Revolving Credit Loans included in such Advance for (or its Competitive Loan) during such Interest Period thenPeriod, if then the Affected Currency is Dollars, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly soon as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Request for Conversion/Continuation interest election request pursuant to Section 2.4 that requests the conversion of any Revolver Commitment to, or continuation of any Revolver Commitment as, a LIBOR Rate Eurocurrency Loan for such applicable Interest Period shall be ineffective ineffective, (B) if Dollars are the applicable currency described in the foregoing clause (b)(i) and a Borrowing of a Eurocurrency Loan is requested in Dollars, such Borrowing shall be made as an ABR Loan, (iiC) any Request for if Canadian Dollars are the applicable currency described in the foregoing clause (b)(i) and a Eurocurrency Loan is requested in Canadian Dollars, such Borrowing or Request for Conversion/Continuation shall be made as a Base Canadian Prime Rate Loan. If Loan and (D) if any Alternate Currency (other than Canadian Dollars) is the Affected Currency applicable currency described in the foregoing clause (b)(i) and a Borrowing of a Eurocurrency Loan is an Alternative requested in any such Alternate Currency, then eitherthe Eurocurrency Rate for such Eurocurrency Loan shall be at the CF Rate; provided, at Borrower’s election further that (A) any Request if the circumstances giving rise to such notice do not affect all the Lenders, then requests by Kimco for Borrowing Competitive Borrowings may be made to Lenders that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective are not affected thereby and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender if the Base LIBOR Rate for circumstances giving rise to such LIBOR Rate Loan notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. The Administrative Agent shall not make a determination described in Section 2.8(b)(i), and no Lender shall advise the cost Administrative Agent as described in Section 2.8(b)(ii) unless the Administrative Agent or such Lender, as applicable, is then generally making similar determinations or delivering similar advice, in each case, under other credit facilities to such Lender which it is a party with borrowers or account parties that are similarly situated to fund its pro rata share and of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)similar creditworthiness to the Borrowers.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR LIBO Rate for such Interest Period for such LIBOR Rate LoanEurocurrency Borrowing; provided, however, if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR LIBO Rate for such LIBOR Rate Loan then Eurocurrency Borrowing (i) if such Advance Borrowing shall be requested in DollarsUSD, then such Advance Borrowing shall be made as a Base Rate Loan an ABR Borrowing at the Alternate Base Rate and (ii) if such Advance Borrowing shall be requested in any Alternative Foreign Currency then either, at Borrower’s election, (A) any Borrowing Request for Borrowing that requests a LIBOR Rate Loan Eurocurrency Borrowing denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR LIBO Rate for such LIBOR Rate Loan Eurocurrency Borrowing shall be the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). No Lender shall be obligated to act as a Reference Bank. (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing of a Class (the Currency of such Loan Borrowing herein called the “Affected Currency”): (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan in the Affected Currency or for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders of such Class that the LIBOR Adjusted LIBO Rate or the Base LIBOR LIBO Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Advance Borrowing for such Interest Period then, if Period: then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Syndicated Borrowing to, or the continuation of any Revolver Commitment Syndicated Borrowing as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Eurocurrency Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such the Affected Currency shall be ineffective and, on if the last day of the then current Interest PeriodAffected Currency is Dollars, such LIBOR Rate Loan Syndicated Borrowing (unless prepaid) shall be prepaid by continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Affected Currency is a Foreign Currency, then either, at the Borrower’s election, together with accrued and unpaid interest thereon and all other amounts payable by (A), any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Borrower under this Agreement Affected Currency shall be ineffective, or (B) for each Lender the Base LIBOR B)the LIBO Rate for such LIBOR Rate Loan Eurocurrency Borrowing shall be the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion).

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek Subject to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error)Section 2.13(b) below, then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then if: (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Eurocurrency Borrowing in any Applicable Currency, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the CDO Rate, the EURIBO Rate Loan or the AUD Rate, as applicable (including, without limitation, because the Currency Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (ii) (A) prior to the commencement of such Loan herein called any Interest Period for a Eurocurrency Borrowing in any Applicable Currency, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders of the applicable Class or, in the case of a Pro-Rata Borrowing, the Required Lenders, that the LIBOR Adjusted LIBO Rate, the CDO Rate, the EURIBO Rate or the Base LIBOR AUD Rate, as applicable, for a Loan in the applicable currency such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by telephone or telecopy in writing as promptly as practicable thereafter setting forth in reasonable detail the basis for such determination and, until the Administrative Agent notifies the Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) if the affected currency is Dollars, then (A) in the case of a Borrowing Request, any Borrowing Request for Conversion/Continuation that requests a Eurocurrency Borrowing denominated in Dollars and for such Interest Period, at the conversion of any Revolver Commitment toBorrower’s election, or continuation of any Revolver Commitment as, a LIBOR Rate Loan (1) shall be ineffective and or (ii2) any Request for Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If an ABR Borrowing and (B) in the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) case of any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Eurocurrency Loan denominated in Dollars and for such Affected Currency Interest Period outstanding on the date of the Borrower’s receipt of such notice from the Administrative Agent, at the Borrower’s election, (1) such Loan shall be ineffective andrepaid at the end of the applicable Interest Period or (2) such Loan shall be converted, on the last day of the Interest Period applicable thereto, to an ABR Borrowing and (ii) if the affected currency is a Foreign Currency, then current (A) in the case of a Borrowing Request, any Borrowing Request that requests a Eurocurrency Borrowing denominated in such Foreign Currency and for such Interest PeriodPeriod or any RFR Borrowing, as applicable, at the Borrower’s election, (1) shall be ineffective or (2) shall be made as (x) in the case of a Borrowing denominated in a Foreign Currency other than CAD, an ABR Borrowing (in an amount equal to the Dollar Equivalent of such Eurocurrency Borrowing or RFR Borrowing, as applicable) or (y) in the case of a Borrowing denominated in CAD, a Borrowing denominated in CAD bearing interest at the Canadian Prime Rate plus the Applicable Margin for ABR Loans, (B) in the case of any Eurocurrency Loan outstanding on the date of the Borrower’s receipt of such notice from the Administrative Agent, such LIBOR Rate Loan shall be prepaid repaid in full at the end of the applicable Interest Period; provided, however, if such Eurocurrency Loan is not so repaid, it shall be converted to (x) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency other than CAD, an ABR Loan (in an amount equal to the Dollar Equivalent of such Eurocurrency Loan) or (y) in the case of a Eurocurrency Borrowing denominated in CAD, a Loan denominated in CAD bearing interest at the Canadian Prime Rate plus the Applicable Margin for ABR Loans, in each case on the last day of the Interest Period applicable thereto, and (C) in the case of any RFR Loan outstanding on the date of the Borrower’s receipt of such notice from the Administrative Agent, such RFR Loan shall be converted to an ABR Loan (in an amount equal to the Dollar Equivalent of such RFR Loan) on the immediately succeeding Business Day. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for an Applicable Currency, then (x) if a Benchmark Replacement for such Applicable Currency is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Applicable Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each affected Class. If (A) a Benchmark Replacement Date with respect to the Benchmark for Eurocurrency Loans denominated in Dollars has occurred and the applicable Benchmark Replacement on such Benchmark Replacement Date is a Benchmark Replacement other than the sum of: (I) Term SOFR and (II) the related Benchmark Replacement Adjustment, (B) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR and the Borrower requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (C) following such request from the Borrower, together the Administrative Agent determines (in its sole discretion) that such forward-looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may (in its sole discretion) provide the Borrower and the Lenders with accrued written notice that from and unpaid interest thereon after a date identified in such notice: (i) a Benchmark Replacement Date with respect to the Benchmark for Eurocurrency Loans denominated in Dollars shall be deemed to have occurred, the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance with clause (1) of the definition of “Benchmark Replacement” under this Section 2.13, and (ii) such forward-looking term rate shall be deemed to be the forward-looking term rate referenced in the definition of “Term SOFR” for all purposes hereunder or under any Loan Document in respect of any Benchmark setting and any subsequent Benchmark settings, in each case for Eurocurrency Loans denominated in Dollars, without any amendment to, or further action or consent of any other amounts payable party to, this Agreement or any other Loan Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Section 2.13 shall apply with respect to such election of the Administrative Agent as completely as if such forward-looking term rate was initially determined in accordance with clause (1) of the definition of “Benchmark Replacement”, including, without limitation, the provisions set forth in clauses (b) and (g) of this Section 2.13. (c) In connection with the implementation of a Benchmark Replacement, the Administrative Agent, in consultation with the Borrower, will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-In Election, as applicable, (ii) any Benchmark Replacement Date and the related Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Borrower under Administrative Agent as set forth in this Section 2.13 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for an Applicable Currency is a term rate (including Term SOFR, the Adjusted LIBO Rate, the CDO Rate, the EURIBO Rate or the AUD 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 or (B) the regulatory supervisor for each Lender the Base LIBOR Rate administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such LIBOR Benchmark is or will no longer be representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark setting for such Applicable Currency at or after such time to remove such unavailable or non-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 Applicable Currency (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark for such Applicable Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings for such Applicable Currency at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Borrower may revoke any request for a Eurocurrency Borrowing or RFR Borrowing, or conversion to or continuation of Eurocurrency Loans in each affected Applicable Currency to be made, converted or continued during such Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion (x) in the case of a Loan or Borrowing denominated in a Foreign Currency other than CAD, an ABR Loan (in an amount equal to the Dollar Equivalent of such Eurocurrency Borrowing or RFR Borrowing, as applicable) or (y) in the case of a Loan or Borrowing denominated in CAD, a Loan denominated in CAD bearing interest at the Canadian Prime Rate Loan plus the Applicable Margin for ABR Loans and (ii) (A) any outstanding affected Eurocurrency Loans denominated in Dollars will be deemed to have been converted into ABR Loans on the last day of the Interest Period applicable thereto, (B) any outstanding affected Eurocurrency Loans denominated in an Agreed Foreign Currency shall be prepaid in full at the cost end of the applicable Interest Period; provided, however, if such Eurocurrency Loan is not so prepaid, it shall be converted to such Lender (x) in the case of a Eurocurrency Loan denominated in an Agreed Foreign Currency other than CAD, an ABR Loan (in an amount equal to fund its pro rata share the Dollar Equivalent of such LIBOR Eurocurrency Loan) or (y) in the case of a Eurocurrency Loan denominated in CAD, a Loan denominated in CAD bearing interest at the Canadian Prime Rate plus the Applicable Margin for ABR Loans, in each case on the last day of the Interest Period applicable thereto, and (C) any outstanding affected RFR Loans shall be converted to an ABR Loan (in an amount equal to the Dollar Equivalent of such RFR Loan) on the immediately succeeding Business Day. During any Benchmark Unavailability Period with respect to Dollars or at any time that a tenor for the then-current Benchmark for Dollars is not an Available Tenor, the component of Alternate Base Rate based upon such Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Alternate Base Rate. (g) The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (i) the administration, submission or any other matter related to the London interbank offered rate or other rates in the definitions of “Relevant Rate” or “XXXXX” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation any Benchmark Replacement implemented hereunder), (ii) the composition or characteristics of any such Benchmark Replacement, including whether it is similar to, or produces the same value or economic equivalence to the Adjusted LIBO Rate (or any other Benchmark), or have the same volume or liquidity as did the Adjusted LIBO Rate (or any other Benchmark) prior to its discontinuance or unavailability, (iii) any actions or use of its discretion or other decisions or determinations made with respect to any matters covered by this Section 2.13 including, without limitation, whether or not a Benchmark Transition Event has occurred, the removal or lack thereof of unavailable or non-representative tenors, the implementation or lack thereof of any Benchmark Replacement Conforming Changes, the delivery or non-delivery of any notices required by clause (d) above or otherwise in accordance herewith and (iv) the effect of any of the foregoing provisions of this Section 2.13, in each case, except as determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)the willful misconduct or gross negligence of the Administrative Agent.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such LIBOR Rate Loan Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR LIBO Rate for such Interest Period for such LIBOR Eurocurrency Borrowing; provided that if any Reference Bank Rate Loanshall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR LIBO Rate for such LIBOR Rate Loan then Eurocurrency Borrowing, (i) if such Advance Borrowing shall be requested in Dollars, then such Advance Borrowing shall be made as a Base Rate Loan an ABR Borrowing at the Alternate Base Rate and (ii) if such Advance Borrowing shall be requested in any Alternative Currency eithernon-Dollar currency, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR the LIBO Rate Loan denominated in the affected Currency shall be ineffective or equal to the rate determined by the Administrative Agent in its sole discretion after consultation with the Company and consented to in writing by the Required Lenders (B) for each Lender the Base LIBOR Rate for “Alternative Rate”); provided, however, that until such LIBOR Rate Loan time as the aforesaid rate shall be determined and so consented to by the cost to Required Lenders, Borrowings shall not be available in such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)non-Dollar currency. (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBOR Adjusted LIBO Rate or the Base LIBOR LIBO Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Advance Borrowing for such currency or Interest Period thenPeriod, if then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the applicable Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Eurocurrency Borrowing to, or continuation of any Revolver Commitment asEurocurrency Borrowing in the applicable currency or for the applicable Interest Period, a LIBOR Rate Loan as the case may be, shall be ineffective and ineffective, (iiB) any Request for if such Borrowing or Request for Conversion/Continuation is requested in Dollars, such Borrowing shall be made as a Base Rate Loan. If the Affected Currency an ABR Borrowing and (C) if such Borrowing is an Alternative Currencyrequested in any non-Dollar currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR LIBO Rate for such LIBOR Rate Loan Eurocurrency Borrowing shall be at the cost Alternative Rate; provided, further that if the circumstances giving rise to such Lender to fund its pro rata share notice affect only one Type of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select Borrowings, then the other Type of Borrowings shall be permitted. 1.6 Section 3.16 of the Credit Agreement is hereby amended in its reasonable discretion).entirety to reads as follows:

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s 's election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) . If prior to the commencement of any Interest Period for a LIBOR Rate Loan (the Currency of such Loan herein called the “Affected Currency”) the Agent is advised by the Required Lenders that the LIBOR Rate or the Base LIBOR Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Advance for such Interest Period then, if the Affected Currency is Dollars, the Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Request for Conversion/Continuation that requests the conversion of any Revolver Commitment to, or continuation of any Revolver Commitment as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion).

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek Subject to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error)Section 2.13(b) below, then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then if: (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Term Benchmark Borrowing in any Applicable Currency, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR, the CDO RateTerm XXXXX, the Adjusted EURIBO Rate, the AUD Rate, the XXXXX Xxxx, the XXXXXX Rate Loan or the BKBM Rate, as applicable (including, without limitation, because the Currency Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (ii) (A) prior to the commencement of such Loan herein called any Interest Period for a Term Benchmark Borrowing in any Applicable Currency, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders of the applicable Class that Term SOFR, the LIBOR CDO RateTerm XXXXX, the Adjusted EURIBO Rate, the AUD Rate, the TIBOR Rate, the XXXXXX Rate or the Base LIBOR BKBM Rate, as applicable, for a Loan in the applicable currency such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give written notice thereof to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until identifying the relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Borrowing to, or the continuation of any Revolver Commitment Borrowing as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Term Benchmark Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected the affected Currency shall be ineffective and, on if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing bearing interest atwith a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing bearing interest atwith a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian DollarsCAD shall be made as a Term Benchmark Borrowing with a Term BenchmarkRelevant Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Term BenchmarkRelevant Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the then current Interest PeriodPeriod for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for an Applicable Currency, then (x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with clause (1) of the definition of “Benchmark Replacement” with respect to Loans denominated in Dollars and/or CAD for such Benchmark Replacement Date, such LIBOR Rate Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan shall Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Applicable Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (x) in the case of a Benchmark Replacement for Dollars, the Required Lenders, and, (y) in the case of a Benchmark Replacement for any Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is Daily Simple SOFR or Daily Simple XXXXX, all interest payments will be prepaid payable on a quarterly basis. (c) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent (after consulting with the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the BorrowerAdministrative Agent or, together if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with accrued respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and unpaid interest thereon any decision to take or refrain from taking any action or any selection, will be conclusive and all binding absent manifest error and may be made in its or their sole discretion and without consent from any other amounts payable party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for an Applicable Currency is a term rate (including the Term SOFR Reference Rate or the applicable Relevant Rate) and either (A) any tenor for such Benchmark for such Applicable Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Borrower under this Agreement Administrative Agent in its reasonable discretion or (B) 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 Applicable Currency is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings for such Applicable Currency at or after such time to remove such unavailable or non-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 Applicable 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 for a Benchmark for such Applicable Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings for such Applicable Currency at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each Lender affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the Base LIBOR conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the affected Applicable Currency shall be ineffective and, if the affected Applicable Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Applicable Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Applicable Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Applicable Currency shall be made as a Term Benchmark Borrowing bearing interest atwith a Relevant Rate equal to the Central Bank Rate for such LIBOR Rate Loan the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the cost Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Applicable Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing bearing interest atwith a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Lender Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to fund its pro rata share the Dollar Equivalent of such LIBOR affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Applicable Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian DollarsCAD shall be made as a Term Benchmark Borrowing with a Term BenchmarkRelevant Rate Loan equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (from whatever source which determination shall be conclusive and using whatever methodologies binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Term BenchmarkRelevant Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such Lender may select tenor for such Benchmark, as applicable, will not be used in its reasonable discretion)any determination of the Alternate Base Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek Subject to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Successor Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency being implemented in accordance with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). clause (b) If below, if prior to the commencement of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation, because the LIBO Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders of such Class or, in the case of a Pro-Rata Borrowing, the Required Lenders, that the LIBOR Adjusted LIBO Rate or the Base LIBOR LIBO Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Advance Borrowing for such Interest Period then, if Period; then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the affected Lenders by telephone or telecopy in writing as promptly as practicable thereafter setting forth in reasonable detail the basis for such determination and, until the Administrative Agent notifies the Borrower and the such Lenders that the circumstances giving rise to such notice no longer exist, (i) if the affected currency is Dollars, then (A) in the case of a Borrowing Request, any Borrowing Request for Conversion/Continuation that requests a Eurocurrency Borrowing from such Class denominated in Dollars, at the Borrower’s election, (1) shall be ineffective or (2) shall be made as an ABR Borrowing and (B) in the case of an Interest Election Request, any Interest Election Request that requests the continuation as or conversion of any Revolver Commitment to a Eurocurrency Borrowing denominated in Dollars unless prepaid shall be continued as, or converted to, or continuation of any Revolver Commitment asan ABR Borrowing, a LIBOR Rate Loan shall be ineffective and (ii) if the affected currency is a Foreign Currency, then (A) in the case of a Borrowing Request, at the Borrower’s election, (1) any Borrowing Request for that requests a Eurocurrency Borrowing or denominated in such Foreign Currency shall be ineffective, (2) any Borrowing Request for Conversion/Continuation that requests a Eurocurrency Borrowing denominated in such Foreign Currency shall be made as a Base Rate Loan. If the Affected in Dollars, (3) any Eurocurrency Borrowing denominated in such Foreign Currency (other than if such Foreign Currency is CAD) shall bear interest at a rate reasonably determined by the Administrative Agent and the Borrower, after consultation with the applicable Lenders, to compensate the applicable Lenders for such Loans for the applicable period plus the Applicable Margin for Eurocurrency Loans of the applicable Class or (4) if such Foreign Currency is CAD, any such Eurocurrency Borrowing denominated in CAD shall bear interest at the Canadian Prime Rate plus the Applicable Margin for ABR Loans of the applicable Class and (B) in the case of an Alternative Currency, then eitherInterest Election Request, at the Borrower’s election election, (A1) any Eurocurrency Borrowing denominated in such Foreign Currency shall be repaid, (2) any Interest Election Request for Borrowing that requests a LIBOR Rate Loan continuation of a Eurocurrency Borrowing denominated in such Affected Foreign Currency shall be ineffective and converted to a Loan in Dollars, (3) any Request for Conversion/Continuation of a LIBOR Rate Loan such Eurocurrency Borrowing denominated in such Affected Foreign Currency (other than if such Foreign Currency is CAD) shall be ineffective and, on bear interest at a rate reasonably determined by the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by Administrative Agent and the Borrower, together after consultation with accrued and unpaid the applicable Lenders, to compensate the applicable Lenders for such Loans for the applicable period plus the Applicable Margin for Eurocurrency Loans of the applicable Class or (4) if such Foreign Currency is CAD, any such Eurocurrency Borrowing denominated in CAD shall bear interest thereon and all other amounts payable by at the Borrower under Canadian Prime Rate plus the Applicable Margin for ABR Loans of the applicable Class. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (Bwhich determination shall be conclusive if made in good faith and absent manifest error), or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Required Lenders (as applicable) have determined, that: (i) the circumstances described in Section 2.13(a)(i) have arisen and such circumstances are unlikely to be temporary; or (ii) the supervisor for the administrator of a LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which a LIBO Rate shall no longer be made available, or used for determining the interest rate of loans, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the LIBO Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of a LIBO Rate (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and, notwithstanding anything to the contrary in Section 9.08, any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment; provided that, if such LIBOR Successor Rate shall be less than zero (0.00%), such rate shall be deemed to be zero (0.00%) for each Lender purposes of this Agreement. If no LIBOR Successor Rate with respect to any currency has been determined and the Base LIBOR Rate for circumstances under clause (i) above exist, the obligation of the Lenders to make or maintain Eurocurrency Loans in such LIBOR Rate Loan currency shall be suspended (to the cost to such Lender to fund its pro rata share extent of the affected Eurocurrency Loans or Interest Periods). Upon receipt of such LIBOR Rate Loan notice, the Borrower may revoke any pending request for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Loans (from whatever source and using whatever methodologies as to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such Lender may select request into a request for an ABR Borrowing in its reasonable discretion)Dollars in the amount specified therein.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek Subject to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error)Section 2.13(b) below, then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then if: (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Term Benchmark Borrowing in any Applicable Currency, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR, the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the XXXXX Xxxx, the XXXXXX Rate Loan or the BKBM Rate, as applicable (including, without limitation, because the Currency Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (ii) (A) prior to the commencement of such Loan herein called any Interest Period for a Term Benchmark Borrowing in any Applicable Currency, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders of the applicable Class that Term SOFR, the LIBOR CDO Rate, the Adjusted EURIBO Rate, the AUD Rate, the TIBOR Rate, the XXXXXX Rate or the Base LIBOR BKBM Rate, as applicable, for a Loan in the applicable currency such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give written notice thereof to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until identifying the relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Borrowing to, or the continuation of any Revolver Commitment Borrowing as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Term Benchmark Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected the affected Currency shall be ineffective and, on if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the then current Interest PeriodPeriod for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for an Applicable Currency, then (x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such LIBOR Rate Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan shall Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Applicable Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (x) in the case of a Benchmark Replacement for Dollars, the Required Lenders, and, (y) in the case of a Benchmark Replacement for any Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be prepaid payable on a quarterly basis. (c) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent (after consulting with the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the BorrowerAdministrative Agent or, together if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with accrued respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and unpaid interest thereon any decision to take or refrain from taking any action or any selection, will be conclusive and all binding absent manifest error and may be made in its or their sole discretion and without consent from any other amounts payable party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for an Applicable Currency is a term rate (including the Term SOFR Reference Rate or the applicable Relevant Rate) and either (A) any tenor for such Benchmark for such Applicable Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Borrower under this Agreement Administrative Agent in its reasonable discretion or (B) 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 Applicable Currency is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings for such Applicable Currency at or after such time to remove such unavailable or non-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 Applicable 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 for a Benchmark for such Applicable Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings for such Applicable Currency at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each Lender affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the Base LIBOR conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the affected Applicable Currency shall be ineffective and, if the affected Applicable Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Applicable Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Applicable Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Applicable Currency shall be made as a Borrowing bearing interest at the Central Bank Rate for such LIBOR Rate Loan the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the cost Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Applicable Currency, at the Borrower’s election shall either (1) be converted to a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Lender Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to fund its pro rata share the Dollar Equivalent of such LIBOR affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Applicable Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate Loan equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (from whatever source which determination shall be conclusive and using whatever methodologies binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such Lender may select tenor for such Benchmark, as applicable, will not be used in its reasonable discretion)any determination of the Alternate Base Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such LIBOR Rate Loan Eurocurrency Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Eurocurrency Rate for such Interest Period for such LIBOR Rate LoanEurocurrency Borrowing; provided, that if any Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan then Eurocurrency Borrowing, (i) if such Advance Borrowing shall be requested in U.S. Dollars, then such Advance Borrowing shall be made as a Base Rate Loan at the Base Rate an ABR Borrowing and (ii) if such Advance Borrowing shall be requested in any Alternative Currency eitherother Agreed Currency, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR the Eurocurrency Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be equal to the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Eurocurrency Borrowing in such currency (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion; such rate, the “COF Rate”). (b) If prior to the commencement of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Rate or the Eurocurrency Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required majority in interest of the Lenders that would participate in such Borrowing that the LIBOR Adjusted Eurocurrency Rate or the Base LIBOR Eurocurrency Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Advance Borrowing for such currency or Interest Period thenPeriod, if then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the applicable Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Eurocurrency Borrowing to, or continuation of any Revolver Commitment asEurocurrency Borrowing in the applicable currency or for the applicable Interest Period, a LIBOR Rate Loan as the case may be, shall be ineffective and ineffective, (iiB) any Request for if such Borrowing or Request for Conversion/Continuation is requested in U.S. Dollars, such Borrowing shall be made as a Base Rate Loan. If the Affected Currency an ABR Borrowing and (C) if such Borrowing is an Alternative requested in any other Agreed Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan Eurocurrency Borrowing shall be at the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)COF Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek Subject to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error)Section 2.13(b) below, then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then if: (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Term Benchmark Borrowing in any Applicable Currency, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR, Term XXXXX, the Adjusted EURIBO Rate, the AUD Rate Loan or the XXXXX Xxxx, as applicable (including, without limitation, because the Currency Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (ii) (A) prior to the commencement of such Loan herein called any Interest Period for a Term Benchmark Borrowing in any Applicable Currency, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders of the applicable Class that Term SOFR, Term XXXXX, the LIBOR Adjusted EURIBO Rate, the AUD Rate or the Base LIBOR TIBOR Rate, as applicable, for a Loan in the applicable currency such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give written notice thereof to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until identifying the relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Borrowing to, or the continuation of any Revolver Commitment Borrowing as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Term Benchmark Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected the affected Currency shall be ineffective and, on if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in CAD shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Relevant Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the then current Interest PeriodPeriod for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for an Applicable Currency, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” with respect to Loans denominated in Dollars and/or CAD for such Benchmark Replacement Date, such LIBOR Rate Benchmark Replacement will replace such Benchmark (including any related adjustments) for all purposes hereunder and under any Loan shall Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Applicable Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (x) in the case of a Benchmark Replacement for Dollars, the Required Lenders, and, (y) in the case of a Benchmark Replacement for any Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is Daily Simple SOFR or Daily Simple XXXXX, all interest payments will be prepaid payable on a quarterly basis. (c) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent (after consulting with the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the BorrowerAdministrative Agent or, together if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with accrued respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and unpaid interest thereon any decision to take or refrain from taking any action or any selection, will be conclusive and all binding absent manifest error and may be made in its or their sole discretion and without consent from any other amounts payable party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for an Applicable Currency is a term rate (including the Term SOFR Reference Rate or the applicable Relevant Rate) and either (A) any tenor for such Benchmark for such Applicable Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Borrower under this Agreement Administrative Agent in its reasonable discretion or (B) 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 Applicable Currency is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings for such Applicable Currency at or after such time to remove such unavailable or non-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 Applicable 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 for a Benchmark for such Applicable Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings for such Applicable Currency at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each Lender affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the Base LIBOR conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the affected Applicable Currency shall be ineffective and, if the affected Applicable Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Applicable Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Applicable Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Applicable Currency shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for such LIBOR Rate Loan the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the cost Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Applicable Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Lender Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to fund its pro rata share the Dollar Equivalent of such LIBOR affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Applicable Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in CAD shall be made as a Term Benchmark Borrowing with a Relevant Rate Loan equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (from whatever source which determination shall be conclusive and using whatever methodologies binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD with a Relevant Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such Lender may select tenor for such Benchmark, as applicable, will not be used in its reasonable discretion)any determination of the Alternate Base Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Borrowing of Eurocurrency Loans the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such LIBOR Rate Loan Borrowing of Eurocurrency Loans for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Eurocurrency Rate for such Interest Period for such LIBOR Rate LoanBorrowing of Eurocurrency Loans; provided, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR Eurocurrency Rate for such LIBOR Borrowing of Eurocurrency Loans, then (a) Kimco and the Administrative Agent may mutually agree in their reasonable discretion to appoint one or more additional Reference Banks (subject to consent by such Reference Bank(s)) for purposes of establishing the Reference Bank Rate Loan that shall be the Eurocurrency Rate for such Interest Period for such Borrowing of Eurocurrency Loans, or (b) if no additional Reference Banks are so appointed or if additional Reference Banks are so appointed and less than two Reference Banks supply such a rate, then (i) if such Advance Borrowing shall be requested in Dollars, then such Advance Borrowing shall be made as an ABR Loan at the Alternate Base Rate, (ii) if such Borrowing shall be requested in Canadian Dollars, then such Borrowing shall be made as a Base Canadian Prime Rate Loan at the Base Canadian Prime Rate and (iiiii) if such Advance Borrowing shall be requested in any Alternative Alternate Currency either(other than Canadian Dollars), at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan Borrowing shall be equal to the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Borrowing of Eurocurrency Loans (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion) (such rate, the “CF Rate”). (b) If prior to the commencement first day of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrowers) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for a Loan in the applicable currency or for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders (or, in the case of a Competitive Loan, the Lender that is required to make such Competitive Loan) that the LIBOR Eurocurrency Rate or the Base LIBOR Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) (as conclusively certified by such Lenders or Lender, as the case may be) of making or maintaining their affected Revolving Credit Loans included in such Advance for (or its Competitive Loan) during such Interest Period thenPeriod, if then the Affected Currency is Dollars, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower Borrowers and the Lenders by telephone or telecopy as promptly soon as practicable thereafter and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Request for Conversion/Continuation interest election request pursuant to Section 2.4 that requests the conversion of any Revolver Commitment to, or continuation of any Revolver Commitment as, a LIBOR Rate Eurocurrency Loan for such applicable Interest Period shall be ineffective ineffective, (B) if Dollars are the applicable currency described in the foregoing clause (b)(i) and a Borrowing of a Eurocurrency Loan is requested in Dollars, such Borrowing shall be made as an ABR Loan, (iiC) any Request for if Canadian Dollars are the applicable currency described in the foregoing clause (b)(i) and a Eurocurrency Loan is requested in Canadian Dollars, such Borrowing or Request for Conversion/Continuation shall be made as a Base Canadian Prime Rate Loan. If Loan and (D) if any Alternate Currency (other than Canadian Dollars) is the Affected Currency applicable currency described in the foregoing clause (b)(i) and a Borrowing of a Eurocurrency Loan is an Alternative requested in any such Alternate Currency, then eitherthe Eurocurrency Rate for such Eurocurrency Loan shall be at the CF Rate; provided, at Borrower’s election further that (A) any Request if the circumstances giving rise to such notice do not affect all the Lenders, then requests by Kimco for Borrowing Competitive Borrowings may be made to Lenders that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective are not affected thereby and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender if the Base LIBOR Rate for circumstances giving rise to such LIBOR Rate Loan notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. The Administrative Agent shall not make a determination described in Section 2.8(b)(i), and no Lender shall advise the cost Administrative Agent as described in Section 2.8(b)(ii) unless the Administrative Agent or such Lender, as applicable, is then generally making similar determinations or delivering similar advice, in each case, under other credit facilities to such Lender which it is a party with borrowers or account parties that are similarly situated to fund its pro rata share and of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)similar creditworthiness to the Borrowers.

Market Disruption and Alternate Rate of Interest. (ai) If at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Borrowing of Eurodollar Rate Loan Loans the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such LIBOR Rate Loan Borrowing for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Eurodollar Rate for such Interest Period for such LIBOR Rate LoanBorrowing; provided, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR Eurodollar Rate for such LIBOR Rate Loan then Borrowing, (i) if such Advance Borrowing shall be requested in Dollars, then such Advance Borrowing shall be made as a Borrowing of Base Rate Loan Loans at the Base Rate and (ii) if such Advance Borrowing shall be requested in any Alternative Currency eitherCurrency, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR the Eurodollar Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be equal to the cost to such each Lender to fund its pro rata share of such LIBOR Rate Loan Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion); such rate, the “CF Rate”). (bii) If prior to the commencement of any Interest Period for a LIBOR Borrowing of Eurodollar Rate Loan Loans: (the Currency of such Loan herein called the “Affected Currency”A) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Base Eurocurrency Rate or the Eurodollar Rate, as applicable (including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis), for a Loan in the applicable currency or for the applicable Interest Period; or (B) the Administrative Agent is advised by the Required Requisite Lenders (or, in the case of a Eurodollar Money Market Loan, the Lender that is required to make such Loan) that the LIBOR Base Eurocurrency Rate or the Base LIBOR Eurodollar Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Advance Borrowing for such Interest Period thenPeriod, if then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone promptly followed in writing or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i1) any Request for Notice of Conversion/Continuation that requests the conversion of any Revolver Commitment Eurodollar Rate Loans to, or continuation of any Revolver Commitment asEurodollar Rate Loans in the applicable currency or for the applicable Interest Period, a LIBOR Rate Loan as the case may be, shall be ineffective and ineffective, (ii2) any Request for if such Borrowing or Request for Conversion/Continuation is requested in Dollars, such Borrowing shall be made as a Borrowing of Base Rate LoanLoans and (3) if such Borrowing is requested in any Alternative Currency, then the Eurodollar Rate for such Borrowing shall be at the CF Rate (as defined in clause (i) above); provided, further that if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for Eurodollar Money Market Loans may be made to Lenders that are not affected thereby. (iii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (ii)(A) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (ii)(A) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which an applicable LIBOR Screen Rate for any LIBOR Quoted Currency shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate for each affected LIBOR Quoted Currency that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States in such LIBOR Quoted Currency at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate or rates of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). If Notwithstanding anything to the Affected contrary in Section 14.7, such amendment shall become effective without any further action or consent of any other party to this Agreement (x) in the case of an amendment with respect to the LIBOR Rate for Dollars, so long as the Administrative Agent shall not have received, within five Business Days of the date the Administrative Agent shall have provided such amendment to the Lenders, a written notice from the Requisite Lenders stating that such Requisite Lenders object to such amendment and (y) in the case of an amendment with respect to the LIBOR Rate for any LIBOR Quoted Currency that is an Alternative Currency, then eitherso long as the Administrative Agent shall have received the written consent of the Requisite Lenders to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (iii) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 5.2(d)(iii), only to the extent the LIBOR Screen Rate for the applicable currency and such Interest Period is not available or published at Borrower’s election such time on a current basis); (Ax) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Notice of Conversion/Continuation that requests the conversion of a LIBOR any Eurodollar Rate Loan denominated Loans to, or continuation of any Eurodollar Rate Loans in such Affected Currency shall be ineffective and, on the last day of applicable currency or for the then current applicable Interest Period, such LIBOR Rate Loan as the case may be, shall be prepaid by ineffective, (y) if such Borrowing is requested in Dollars, such Borrowing shall be made as a Borrowing of Base Rate Loans and (z) if such Borrowing is requested in any Alternative Currency, then the BorrowerEurodollar Rate for such Borrower shall be at the CF Rate (as defined in clause (i) above); provided, together with accrued and unpaid interest thereon and that if the circumstances giving rise to such notice do not affect all other amounts payable the Lenders, then requests by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for Eurodollar Money Market Loans may be made to Lenders that are not affected thereby; and provided further that, if such LIBOR Rate Loan alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the cost to such Lender to fund its pro rata share purposes of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)this Agreement.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek Subject to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error)Section 2.13(b) below, then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then if: (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Term Benchmark Borrowing in any Applicable Currency, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR, Term CORRA the Adjusted EURIBO Rate, the AUD Rate, or the TIBOR Rate, the STIBOR Rate Loan or the BKBM Rate, as applicable (including, without limitation, because the Currency Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (ii) (A) prior to the commencement of such Loan herein called any Interest Period for a Term Benchmark Borrowing in any Applicable Currency, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders of the applicable Class of Commitments or, in the case of a Pro-Rata Borrowing, the Required Lenders, that Term SOFR, Term CORRA, the LIBOR Adjusted EURIBO Rate, the AUD Rate, or the TIBOR Rate, the STIBOR Rate or the Base LIBOR BKBM Rate, as applicable, for a Loan in the applicable currency such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until identifying the relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Borrowing to, or the continuation of any Revolver Commitment Borrowing as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Term Benchmark Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected the affected Currency shall be ineffective and, on if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is CAD, (A) any Borrowing Request that requests a RFRTerm Benchmark Borrowing denominated in CAD shall be made as a RFRTerm Benchmark Borrowing with a Daily Simple RFRRelevant Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding RFRTerm Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be immediately converted to a RFRTerm Benchmark Borrowing denominated in CAD with a Daily Simple RFRRelevant Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be immediately converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of CAD), (2) be immediately at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, or (3) be immediately prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the then current Interest PeriodPeriod for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for an Applicable Currency, then (x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such LIBOR Rate Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan shall Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Applicable Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (x) in the case of a Benchmark Replacement for Dollars, the Required Lenders, and, (y) in the case of a Benchmark Replacement for any Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be prepaid payable on a quarterly basis. (c) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent (after consulting with the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the BorrowerAdministrative Agent or, together if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with accrued respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and unpaid interest thereon any decision to take or refrain from taking any action or any selection, will be conclusive and all binding absent manifest error and may be made in its or their sole discretion and without consent from any other amounts payable party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for an Applicable Currency is a term rate (including the Term SOFR Reference Rate, the Term CORRA Reference Rate or the applicable Relevant Rate) and either (A) any tenor for such Benchmark for such Applicable Currency is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Borrower under this Agreement Administrative Agent in its reasonable discretion or (B) 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 Applicable Currency is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings for such Applicable Currency at or after such time to remove such unavailable or non-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 Applicable 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 for a Benchmark for such Applicable Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings for such Applicable Currency at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each Lender affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the Base LIBOR conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the affected Applicable Currency shall be ineffective and, if the affected Applicable Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Applicable Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Applicable Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Applicable Currency shall be made as a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for such LIBOR Rate Loan the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the cost Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Applicable Currency, at the Borrower’s election shall either (1) be converted to a Term Benchmark Borrowing with a Relevant Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Lender Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to fund its pro rata share the Dollar Equivalent of such LIBOR affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Applicable Currency is CAD, (A) any Borrowing Request that requests a RFRTerm Benchmark Borrowing denominated in CAD shall be made as a RFRTerm Benchmark Borrowing with a Daily Simple RFRRelevant Rate Loan equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (from whatever source which determination shall be conclusive and using whatever methodologies binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding RFRTerm Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be immediately converted to a RFRTerm Benchmark Borrowing denominated in CAD with a Daily Simple RFRRelevant Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall immediately be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of CAD), (2) be immediately at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) at the end of the applicable Interest Period, or (3) be immediately prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as such Lender may select in its reasonable discretion).applicable. Duri

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b1) If prior to the commencement of any Interest Period for a LIBOR Borrowing of Eurodollar Rate Loan Loans: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Base Eurocurrency Rate or the Eurodollar Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period; or (B) (ii) the Administrative Agent is advised by the Required Requisite Lenders that the LIBOR Base Eurocurrency Rate or the Base LIBOR Eurodollar Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Advance Borrowing for such Interest Period thenPeriod, if then the Affected Currency is Dollars, the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone promptly followed in writing or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i1) any Request for Notice of Conversion/Continuation that requests the conversion of any Revolver Commitment Eurodollar Rate Loans to, or continuation of any Revolver Commitment asEurodollar Rate Loans for the applicable Interest Period, a LIBOR Rate Loan as the case may be, shall be ineffective and (ii2) any Request for such Borrowing or Request for Conversion/Continuation shall be made as a Borrowing of Base Rate Loan. If Loans. (2) Notwithstanding anything to the Affected Currency is an Alternative Currencycontrary in this Agreement or any other Loan Documents, then eitherif the Administrative Agent determines (which determination shall be conclusive absent manifest error), at or the Borrower or Requisite Lenders notify the Administrative Agent (with, in the case of the Requisite Lenders, a copy to the Borrower’s election ) that the Borrower or Requisite Lenders (as applicable) have determined, that: (A) adequate and reasonable means do not exist for ascertaining the Base Eurocurrency Rate for any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current requested Interest Period, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (B) the administrator of the LIBOR Screen Rate Loan or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Base Eurocurrency Rate or the LIBOR Screen Rate shall no longer be prepaid made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (C) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Base Eurocurrency Rate, then, reasonably promptly after such determination by the BorrowerAdministrative Agent or receipt by the Administrative Agent of such notice , as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the Base Eurocurrency Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with accrued any proposed LIBOR Successor Rate Conforming Changes (as defined below) and unpaid interest thereon any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and all other amounts payable by the Borrower provided that all Lenders deliver written notice to the Administrative Agent that they accept such amendment prior to such time. If no LIBOR Successor Rate has been determined and the circumstances under this Agreement clause (i) above exist or the Scheduled Unavailability Date has occurred (Bas applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) for each Lender the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Daily LIBOR Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate for shall provide that in no event shall such LIBOR Successor Rate Loan shall be the cost to such Lender to fund its pro rata share less than 0.50% for purposes of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion).this Agreement. As used above:

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Administrative Agent shall seek to determine the relevant LIBOR Screen Rate on the Quotation Day for any Interest Period for a Borrowing of Eurocurrency Loans the LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan Borrowing of Eurocurrency Loans for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Eurocurrency Rate for such Interest Period for such LIBOR Rate LoanBorrowing of Eurocurrency Loans; provided, however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan Borrowing of Eurocurrency Loans, then (ia) Kimco and the Administrative Agent may mutually agree in their reasonable discretion to appoint one or more additional Reference Banks (subject to consent by such Reference Bank(s)) for purposes of establishing the Reference Bank Rate that shall be the Eurocurrency Rate for such Interest Period for such Borrowing of Eurocurrency Loans, or (b) if no additional Reference Banks are so appointed or if additional Reference Banks are so appointed and less than two Reference Banks supply such Advance shall be requested in Dollarsa rate, then such Advance Borrowing shall be made as a Base Rate an ABR Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)ABR. (b) If prior to the commencement first day of any Interest Period for a LIBOR Rate Loan Eurocurrency Borrowing: (the Currency of such Loan herein called the “Affected Currency”i) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrower) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for a Loan in Dollars for the applicable Interest Period; or (ii) the Administrative Agent is advised by the Required Lenders that the LIBOR Eurocurrency Rate or the Base LIBOR Rate, as applicable, for a Loan in the applicable currency or Dollars for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) (as conclusively certified by such Lenders or Lender, as the case may be) of making or maintaining their affected Loans included in such Advance for during such Interest Period then, if Period, (c) then the Affected Currency is Dollars, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly soon as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Request for Conversion/Continuation interest election request pursuant to Section 2.4 that requests the conversion of any Revolver Commitment to, or continuation of any Revolver Commitment as, a LIBOR Rate Eurocurrency Loan for such applicable Interest Period shall be ineffective ineffective, and (iiB) any Request for such Borrowing or Request for Conversion/Continuation shall be made as a Base Rate an ABR Loan. If The Administrative Agent shall not make a determination described in Section 2.8(b)(i), and no Lender shall advise the Affected Currency Administrative Agent as described in Section 2.8(b)(ii), unless the Administrative Agent or such Lender, as applicable, is an Alternative Currencythen generally making similar determinations or delivering similar advice, then eitherin each case, at Borrower’s election (A) any Request for Borrowing under other credit facilities to which it is a party with borrowers or account parties that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective are similarly situated to and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by similar creditworthiness to the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion).

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek Subject to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error)Section 2.13(b) below, then the applicable Reference Bank Rate shall be the Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Rate for such LIBOR Rate Loan then if: (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If prior to the commencement of any Interest Period for a LIBOR Term Benchmark Borrowing in any Applicable Currency, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR, the CDO Rate, the Adjusted EURIBO Rate, the AUD Rate Loan or the TIBOR Rate, as applicable (including, without limitation, because the Currency Relevant Screen Rate for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (B) at any time, for an RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Daily Simple RFR (each determination under this clause (i) shall be made in good faith and shall be conclusive absent manifest error); or (ii) (A) prior to the commencement of such Loan herein called any Interest Period for a Term Benchmark Borrowing in any Applicable Currency, the “Affected Currency”) the Administrative Agent is advised by the Required Lenders of the applicable Class or, in the case of a Pro-Rata Borrowing, the Required Lenders, that Term SOFR, the LIBOR CDO Rate, the Adjusted EURIBO Rate, the AUD Rate or the Base LIBOR TIBOR Rate, as applicable, for a Loan in the applicable currency such Applicable Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their the Loans included in such Advance Borrowing for such Interest Period thenor (B) at any time, if the Affected Currency is Dollarsfor an RFR Borrowing, the Administrative Agent is advised by Multicurrency Lenders constituting Required Lenders of such Class that the Daily Simple RFR will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed in writing) to the Borrower and the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until identifying the relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request for Conversion/Continuation that requests the conversion of any Revolver Commitment Borrowing to, or the continuation of any Revolver Commitment Borrowing as, a LIBOR Rate Loan shall be ineffective and (ii) any Request for Term Benchmark Borrowing or Request for Conversion/Continuation shall be made as a Base Rate Loan. If the Affected Currency is an Alternative Currency, then either, at Borrower’s election (A) any Request for Borrowing that requests a LIBOR Rate Loan in such Affected Currency shall be ineffective and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected the affected Currency shall be ineffective and, on if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Borrowing bearing interest at the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD at the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the then current Interest PeriodPeriod for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for an Applicable Currency, then (x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such LIBOR Rate Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan shall Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Applicable Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (x) in the case of a Benchmark Replacement for Dollars, the Required Lenders, and, (y) in the case of a Benchmark Replacement for any Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be prepaid payable on a monthly or quarterly basis as determined by the Administrative Agent and the Borrower. (c) In connection with the use, together administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent (after consulting with accrued the Borrower) will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and unpaid interest thereon the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, and all other amounts payable (iii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Borrower under Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark for an Applicable Currency is a term rate (including the Term SOFR Reference Rate or the applicable Relevant Rate) and either (A) any tenor for such Benchmark for such Applicable 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 its reasonable discretion or (B) 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 Applicable Currency is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings for such Applicable Currency at or after such time to remove such unavailable or non-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 Applicable 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 for a Benchmark for such Applicable Currency (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings for such Applicable Currency at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each Lender affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the Base LIBOR conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the affected Applicable Currency shall be ineffective and, if the affected Applicable Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Applicable Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Applicable Currency is a Foreign Currency other than CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Applicable Currency shall be made as a Borrowing bearing interest at the Central Bank Rate for such LIBOR Rate Loan the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the cost Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Applicable Currency, at the Borrower’s election shall either (1) be converted to a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Lender Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to fund its pro rata share the Dollar Equivalent of such LIBOR affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Applicable Currency is CAD, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Borrowing bearing interest at the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate Loan cannot be determined, such Borrowing Request shall be ineffective, and (from whatever source and using whatever methodologies B) any outstanding Term Benchmark Borrowing in CAD, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in CAD at the Canadian Prime Rate at the end of applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Applicable Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such Lender may select tenor for such Benchmark, as applicable, will not be used in its reasonable discretion)any determination of the Alternate Base Rate.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan Eurocurrency Advance the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency currency with respect to such LIBOR Rate Loan Eurocurrency Borrowing for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the Base LIBOR Eurocurrency Rate for such Interest Period for such LIBOR Rate LoanEurocurrency Advance; provided, however, that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, however, that if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the Base LIBOR Eurocurrency Rate for such LIBOR Rate Loan then Eurocurrency Advance, (i) if such Advance shall be requested in DollarsUSD, then such Advance Borrowing shall be made as a Base Floating Rate Loan Advance at the Base Floating Rate and (ii) if such Advance Borrowing shall be requested in any Alternative Currency eitherNon-USD Currency, the request shall be converted to a request for a Floating Rate Advance at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR the Floating Rate Loan denominated in USD in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share USD Amount of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)Non-USD Currency. (b) If prior to the commencement of any Interest Period for a Eurocurrency Advance: (i) the Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate or the Eurocurrency Reference Rate, as applicable (including because the LIBOR Screen Rate Loan is not available or published on a current basis), for the applicable currency and such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (the Currency of such Loan herein called the “Affected Currency”ii) the Agent is advised by the Required Lenders that the LIBOR Eurocurrency Rate or the Base LIBOR Eurocurrency Reference Rate, as applicable, for a Loan in the applicable currency or for the applicable and such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Advance for the applicable currency and such Interest Period then, if the Affected Currency is Dollars, Period; then the Agent shall give notice thereof to the Borrower Company and the Lenders by telephone telephone, telecopy or telecopy electronic mail as promptly as practicable thereafter and, until the Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Request for Conversion/Continuation interest election request that requests the conversion of any Revolver Commitment Revolving Advance to, or continuation of any Revolver Commitment Revolving Advance as, a LIBOR Rate Loan Eurocurrency Advance for the applicable currency and Interest Period shall be ineffective and ineffective, (iiB) any Request for Borrowing or Request for Conversion/Continuation if such Advance is requested in USD, such Advance shall be made as a Base Floating Rate Loan. If the Affected Currency Advance and (C) if such Advance is an Alternative Currencyrequested in any Non-USD, then eitherthe request shall be converted to a request for a Floating Rate Advance at the Floating Rate denominated in USD in the USD Amount of such Non-USD Currency; provided that if the circumstances giving rise to such notice affect only one type of Advance, then the other type of Advances shall be effective. (c) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Agent and the Company may amend this Agreement to replace the Eurocurrency Reference Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at Borrower’s election 5:00 p.m. on the fifth (A5th) Business Day after the Agent has posted such proposed amendment to all Lenders and the Company, so long as the Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based Rate for Advances in USD, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders accept such amendment. No replacement of Eurocurrency Reference Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. (d) In connection with the implementation of a Benchmark Replacement, the Agent, in consultation with the Company, will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (e) The Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or Lenders pursuant to this Section 3.2, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.2. (f) Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) any Interest Election Request for Borrowing that requests the conversion of any Revolving Advance to, or continuation of any Revolving Advance as, a LIBOR Rate Loan in such Affected Currency Eurocurrency Advance shall be ineffective ineffective, (ii) if such Advance is requested in USD, such Advance shall be made as a Floating Rate Advance and (iii) if such Advance is requested in any Request Non-USD, the request shall be converted to a request for Conversion/Continuation of a LIBOR Floating Rate Loan Advance at the Floating Rate denominated in USD in the USD Amount of such Affected Currency Non-USD Currency; provided that, if the circumstances giving rise to such Benchmark Unavailability Period affect only one type of Advance or currency, the other type of Advances and currencies shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion)effective.

Market Disruption and Alternate Rate of Interest. (a) If at the time that the Agent shall seek to determine the relevant LIBOR Screen Rate on the Quotation Day for any Interest Period for a LIBOR Rate Loan the applicable LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such LIBOR Rate Loan for any reason and the Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the applicable Reference Bank Rate shall be the LIBOR Base LIBOR Rate for such Interest Period for such LIBOR Rate Loan; provided, however, that if less than two Reference Banks shall supply a rate to the Agent for purposes of determining the LIBOR Base LIBOR Rate for such LIBOR Rate Loan, then such LIBOR Rate Loan then (i) if such Advance shall be requested in Dollars, such Advance shall be made as a Base Rate Loan at the Alternate Base Rate and (ii) if such Advance shall be requested in any Alternative Currency either, at Borrower’s election, (A) any Request for Borrowing that requests a LIBOR Rate Loan denominated in the affected Currency shall be ineffective or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be the cost to such Lender to fund its pro rata share of such LIBOR Rate Loan (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If b)If prior to the commencement of any Interest Period for a LIBOR Rate Loan (the Currency of such Loan herein called the “Affected Currency”) the Agent is advised by the Required Requisite Lenders that the LIBOR Rate or the LIBOR Base LIBOR Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Advance borrowing for such Interest Period thenPeriod, if the Affected Currency is Dollars, then the Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Request for Conversion/Continuation Notice of Conversion that requests the conversion of any Revolver Commitment toto a LIBOR Rate Loan, or continuation of any Revolver Commitment as, a LIBOR Rate Loan Loan, for the applicable Interest Period, as the case may be, shall be ineffective and (iiB) any Request for Borrowing or Request for Conversion/Continuation requested LIBOR Rate Loan shall be made as a Base Rate Loan. If For purposes of the Affected Currency is an Alternative Currencyimmediately preceding clause (b)(ii), then either, at Borrower’s election (A) any Request for Borrowing that requests a in determining whether the LIBOR Rate Loan in such Affected Currency shall be ineffective or the LIBOR Base Rate will adequately and any Request for Conversion/Continuation of a LIBOR Rate Loan denominated in such Affected Currency shall be ineffective and, on the last day of the then current Interest Period, such LIBOR Rate Loan shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement or (B) for each Lender the Base LIBOR Rate for such LIBOR Rate Loan shall be fairly reflect the cost to any Lender of making or maintaining LIBOR Loans, such Lender to fund its pro rata share of shall make such LIBOR Rate Loan (from whatever source and using whatever methodologies as determination assuming that such Lender may select is actually funding LIBOR Loans through the purchase of deposits in its reasonable discretion)the London interbank market.