Common use of Benchmark Replacement Clause in Contracts

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Facility 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 Facility 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 all purposes hereunder and under any Facility 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 Facility Document so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Lenders.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Loan Document (and any agreement executed in connection with an interest rate hedge Swap Agreement shall be deemed not to be a “Facility Loan Document” for purposes of this SectionSection 2.14), 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 BenchmarkBenchmark for any Currency, then (x) if a Benchmark Replacement 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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (23) 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 Facility 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 Facility Loan Document so long as the Facility Applicable Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling LendersRequired Lenders of each Class. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark consisting of a Daily Simple RFR for the applicable Currency, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the applicable Currency 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; provided that this clause (ii) shall not be effective unless the Revolving Administrative Agent has delivered to the Lenders and the Borrower a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Revolving Administrative Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or not elect to do so in its sole discretion.

Benchmark Replacement. (a) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Credit Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1), (2) or (3) 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 Facility Credit 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 Facility Credit Document. (b) Notwithstanding anything to the contrary herein or in any other Credit Document and (y) subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement is determined Date have occurred prior to the Reference Time in accordance with clause (2) respect of any setting of the definition of “Benchmark Replacement” for such Benchmark Replacement Datethen-current Benchmark, such then the applicable Benchmark Replacement will replace such the then-current Benchmark for all purposes hereunder and or under any Facility Credit Document in respect of any such 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 and subsequent Benchmark Replacement is provided to the Lenders settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Credit Document; provided that, this clause (iii) shall not be effective unless the LC Issuer has delivered to the Guarantor a Term SOFR Notice. For the avoidance of doubt, the LC Issuer shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so long as in its sole discretion. (c) In connection with the Facility Agent has not receivedimplementation of a Benchmark Replacement, by such timethe LC Issuer will have the right to make Benchmark Replacement Conforming Changes from time to time and, written notice of objection notwithstanding anything to the contrary herein or in any other Credit 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 Credit Document. (d) The LC Issuer will promptly notify the Guarantor of (A) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (vi) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, 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 Lenders comprising taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.03. (e) Notwithstanding anything to the Controlling Lenderscontrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the LC Issuer 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 is or will be no longer representative, then the LC Issuer may modify the definition of “Interest Period” for any Benchmark settings 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 (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 (including a Benchmark Replacement), then the LC Issuer may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, 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 sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.03. (g) The LC Issuer does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration of, submission of, calculation of or availability of or any other matter related to the rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to this Agreement, whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as the LIBO Rate prior to its discontinuance or unavailability.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 Facility 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 all purposes hereunder and under any Facility other 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 Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to all affected Lenders and the Lenders Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Controlling Required Lenders; provided that if the Administrative Agent and Borrower each determine in good faith that the Benchmark Replacement is the prevailing market standard for USD-denominated syndicated of loans of a similar type, no Required Lender consent shall be required.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(i) or (a)(ii) 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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2a)(iii) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR 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, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein contrary, if Lender has determined in its sole discretion that (i) the administrator of Term SOFR, or in any other Facility Document relevant agency or authority for such administrator, of Term SOFR (and or any agreement executed in connection with an interest rate hedge shall substitute index which replaces the Term SOFR (Term SOFR or such replacement, the “Benchmark”)) has announced that such Benchmark will no longer be deemed not provided, (ii) any relevant agency or authority has announced that such Benchmark is no longer representative, or (iii) any similar circumstance exists such that such Benchmark has become permanently unavailable or ceased to be exist (each a “Facility Document” for purposes of this SectionBenchmark Transition Event”), 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, then Lender shall (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Facility Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, with a replacement rate or further action or consent of any other party to, this Agreement or any other Facility Document and (y) if one or more such circumstances apply to fewer than all tenors of such Benchmark used for determining an Interest Period hereunder, discontinue the availability of the affected interest periods. With respect to Term SOFR, such replacement rate will be Daily Simple SOFR unless Lender reasonably determines that Daily Simple SOFR is not readily available or shall otherwise reasonably determine that a different rate has been recommended as a replacement benchmark rate for determining such a rate by the by the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto (the “Relevant Governmental Body”). In the case of a replacement rate other than Term SOFR, Lender may add a spread adjustment selected by Lender, taking into consideration any selection or recommendation of a replacement rate by any relevant agency or authority, and evolving or prevailing market practice. Such replacement rates for the Benchmark Replacement is as applicable, each a “Benchmark Replacement”. The term “Daily Simple SOFR” means a daily rate based on SOFR and determined by Lender in accordance with clause (2) of the definition of “Benchmark Replacement” conventions for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility 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 Facility Document so long as the Facility Agent has not received, rate selected by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling LendersLender.

Benchmark Replacement. This Condition 4(e) is applicable only in relation to Notes in respect of which the applicable Final Terms specify that this Condition 4(e) is applicable and references to “Notes” in this Condition 4(e) shall be construed accordingly. Notwithstanding anything the foregoing provisions of this Condition 4, if the Issuer (in consultation with the Agent (or the person specified in the applicable Final Terms as the party responsible for calculating the Rate of Interest and the Interest Amount(s))) determines that a Benchmark Event has occurred in relation to an Original Reference Rate when any Rate of Interest (or the relevant component part thereof) remains to be determined by reference to such Original Reference Rate, then the following provisions shall apply: (i) the Issuer shall use reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, for the determination (with the Issuer's agreement) of a Successor Rate or, alternatively, if the Independent Adviser and the Issuer agree that there is no Successor Rate, an alternative rate (the “Alternative Benchmark Rate”) and, in either case, an alternative screen page or source (the “Alternative Relevant Screen Page”) and an Adjustment Spread no later than three Business Days prior to the contrary herein or in any other Facility Document relevant Interest Determination Date relating to the next succeeding Interest Period (and any agreement executed in connection with an interest rate hedge the “IA Determination Cut-off Date”) for the purposes of determining the Rate of Interest applicable to the Notes for all future Interest Periods (subject to the subsequent operation of this Condition 4(e)); (ii) the Alternative Benchmark Rate shall be deemed such rate as the Independent Adviser and the Issuer acting in good faith and in a commercially reasonable manner agree has replaced the Original Reference Rate in customary market usage for the purposes of determining floating rates of interest in respect of eurobonds denominated in the Specified Currency, or, if the Independent Adviser and the Issuer agree that there is no such rate, such other rate as the Independent Adviser and the Issuer acting in good faith and in a commercially reasonable manner agree is most comparable to the Original Reference Rate, and the Alternative Relevant Screen Page shall be such page of an information service as displays the Alternative Benchmark Rate; (iii) if the Issuer is unable to appoint an Independent Adviser, or if the Independent Adviser and the Issuer cannot agree upon, or cannot select a Successor Rate or an Alternative Benchmark Rate and Alternative Relevant Screen Page prior to be the IA Determination Cut-off Date in accordance with sub-paragraph (ii) above, then the Issuer (acting in good faith and in a “Facility Document” commercially reasonable manner) may determine which (if any) rate has replaced the Original Reference Rate in customary market usage for purposes of this Section), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time determining floating rates of interest in respect of any setting of eurobonds denominated in the then-current BenchmarkSpecified Currency, then or, if it determines that there is no such rate, which (xif any) if a Benchmark Replacement rate is determined in accordance with clause (1) 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 Facility 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 Facility 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 all purposes hereunder and under any Facility 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 most comparable to the Lenders without any amendment toOriginal Reference Rate, or further action or consent and the Alternative Benchmark Rate shall be the rate so determined by the Issuer and the Alternative Relevant Screen Page shall be such page of any other party toan information service as displays the Alternative Benchmark Rate; provided, however, that if this Agreement or any other Facility Document so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Lenders.sub-paragraph

Benchmark Replacement. Notwithstanding anything herein to the contrary herein or in contrary, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace any other Facility Document (and any agreement executed in connection Benchmark with an interest rate hedge shall be deemed not a Benchmark Replacement. Any such amendment with respect to be a “Facility Document” for purposes of this Section), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to will become effective at the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Facility 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 Facility 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 all purposes hereunder and under any Facility 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 Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to all Lenders and the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Borrower so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Controlling Requisite Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this paragraph will occur prior to the applicable Benchmark Transition Start Date. 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 in this Agreement, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Borrower, the Bank Parties and the Lenders of (a) any occurrence of a Benchmark Transition Event, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (b) the implementation of any Benchmark Replacement, (c) the effectiveness of any Benchmark Replacement Conforming Changes and (d) 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 paragraph 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 paragraph. For the avoidance of doubt, the Administrative Agent must approve the Benchmark Replacement for use under this Agreement and, during any Benchmark Unavailability Period, the replacement rate will be the Base Rate.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 Facility Loan Document and the definition of “Adjusted Term SOFR” shall be deemed to delete the addition of the Term SOFR Adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis. (ii) No swap agreement shall be deemed to be a “Loan Document” for purposes of this Section 2.16.

Benchmark Replacement. (a) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Credit Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement 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 Facility Credit 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 Facility Document and Credit Document. (yb) if a Notwithstanding anything to the contrary herein or in any other Credit Document, the LC Issuer will have the right to make Benchmark Replacement is determined Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in accordance with clause (2) of the definition of “Benchmark Replacement” for any other Credit Document, any amendments implementing such Benchmark Replacement Date, such Benchmark Replacement Conforming Changes will replace such Benchmark for all purposes hereunder and under any Facility 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 become effective without any amendment to, or further action or consent of any other party to, to this Agreement or any other Facility Document so long Credit Document. (c) The LC Issuer will promptly notify the Guarantor of (1) any occurrence of a Benchmark Transition Event, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, 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 sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.03. (d) Notwithstanding anything to the Facility Agent has not receivedcontrary herein or in any other Credit Document, by such timeat any time (including in connection with the implementation of a Benchmark Replacement), written notice of objection to (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (a) any tenor for such Benchmark Replacement is not displayed on a screen or other information service that publishes such rate from Lenders comprising time to time as selected by the Controlling LendersLC Issuer in its reasonable discretion or (b) the regulatory supervisor for the administrator of such ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the LC Issuer may modify the definition of “Interest Period” for any Benchmark settings 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 (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 (including a Benchmark Replacement), then the LC Issuer may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (e) Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, 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 sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.03. (f) The LC Issuer does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration of, submission of, calculation of or availability of or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any interest rate prior to its discontinuance or unavailability.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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 any Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, the Administrative Agent and the Borrower will amend this Agreement to replace such Benchmark with such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility Loan Document in respect of such Benchmark setting and subsequent Benchmark settings settings, which amendment shall become effective without any amendment to, or further action or consent of any other party to, to this Agreement or any other Facility Document Loan Document; provided that any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period unless such amendment otherwise becomes effective prior to such date and shall continue to constitute ABR Loans until the effectiveness of such amendment, and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, the Administrative Agent and the Borrower will amend this Agreement to replace such Benchmark with such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility Loan Document in respect of any Benchmark setting setting, which amendment shall become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of on which such Benchmark Replacement amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, to this Agreement or any other Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments shall be payable on a monthly basis. (ii) In connection with the use, administration, adoption or 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; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Benchmark Replacement Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective. (iii) 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, (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. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.14. (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), (i) if the then-current Benchmark is a term rate (including the Term SOFR 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 the administrator of such ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent, in consultation with the Borrower, 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 (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, in consultation with the Borrower, may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. (v) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of, Term SOFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for ABR Loans or conversion to ABR Loans in the amount specified therein and (ii) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Benchmark Replacement. a. Notwithstanding anything to the contrary herein or in any other Facility Document (Loan Document, upon the occurrence of a Benchmark Transition Event, Agent and any agreement executed in connection the Dealers may amend this Agreement to replace the then-current Benchmark with an interest rate hedge shall be deemed not a Benchmark Replacement. Any such amendment with respect to be a “Facility Document” for purposes of this Section), if a Benchmark Transition Event will become effective at 5:00 p.m. central time on the fifth (5th) Business Day after Agent has posted such proposed amendment to all Lenders and its related the Dealers so long as 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 4(d) will occur prior to the applicable Benchmark Transition Start Date. b. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if the Term SOFR Transition Date have has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such applicable Benchmark Replacement will replace such the then-current Benchmark for all purposes hereunder and or under any Facility Loan Document in respect of such Benchmark setting and subsequent Benchmark settings settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document and (y) if a Benchmark Replacement is determined in accordance with Loan Document; provided that this clause (2b) 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 Facility 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 shall not be effective unless Agent has delivered to the Lenders without any amendment toand the Dealers a Term SOFR Notice. For the avoidance of doubt, Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or further action or consent of any other party to, this Agreement or any other Facility Document not elect to do so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Lendersin its sole discretion.

Benchmark Replacement. (1) Notwithstanding anything to the contrary herein or in any other Facility Other Document (and any agreement executed in connection with an interest rate hedge Interest Rate Hedge shall be deemed not to be a “Facility an "Other Document” " for purposes of this SectionSection titled "Benchmark Replacement Setting"), 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 BenchmarkBenchmark for any Currency, then (xA) if a Benchmark Replacement is determined in accordance with clause (1) 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 Facility Other 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 Facility Other Document and (yB) if a Benchmark Replacement is determined in accordance with clause (2), (3), or (4) 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 Facility Other 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 Facility Other Document so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling LendersRequired Lenders of objection to (i) with respect to a Benchmark Replacement determined in accordance with clause (2) or (3) of the definition of "Benchmark Replacement", the related Benchmark Replacement Adjustment and (ii) with respect to a Benchmark Replacement determined in accordance with clause (4) of the definition of "Benchmark Replacement", such Benchmark Replacement.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document Loan Document: (and any agreement executed A) with respect to Obligations, interest, fees, commissions or other amounts denominated in connection or calculated with an interest rate hedge shall be deemed not respect to be a “Facility Document” for purposes of this Section)Dollars, 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1I)(a) 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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2I)(b) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling LendersRequired Lenders of the applicable Class. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis; and (B) with respect to Obligations, interest, fees, commissions or other amounts denominated in or calculated with respect to an Alternate Currency, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with an applicable 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 amendment from Lenders comprising the Required Lenders of the applicable Class. (ii) No Swap Obligation shall be deemed to be a “Loan Document” for purposes of this Section 2.24.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Credit Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility Credit 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 Facility Credit Document and the definition of “Adjusted Term SOFR” shall be deemed modified to delete the addition of the Term SOFR Adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility Credit 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 Facility Credit Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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 any Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 Facility Loan Document and the definition of “Adjusted Term SOFR” shall be deemed modified to delete the addition of the Term SOFR Adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility 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 Facility Loan Document so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. (a) Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Term SOFR Replacement Event has occurred in relation to Term SOFR, the Administrative Agent, acting with the consent of the Required Facility Agents, and the consent of the Seller, may amend or waive a provision of this Agreement and the other Transaction Document which relates to: (and i) providing for the use of a Benchmark Replacement in place of Term SOFR; and (A) aligning any agreement executed in connection with an interest rate hedge shall be deemed not provision of any Transaction Document to the use of that Benchmark Replacement; (B) enabling that Benchmark Replacement to be a “Facility Document” used for the calculation of Yield under this Agreement (including, without limitation, any consequential changes required to enable that Benchmark Replacement to be used for the purposes of this SectionAgreement); (C) implementing market conventions applicable to that Benchmark Replacement; (D) providing for appropriate fallback (and market disruption) provisions for that Benchmark Replacement; or (E) adjusting the pricing to reduce or eliminate, if to the extent reasonably practicable, any transfer of economic value from one party to another as a Benchmark Transition Event and its related result of the application of that Benchmark Replacement Date have occurred prior to (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Reference Time Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation). (b) The Administrative Agent will promptly (in respect one or more notices) notify the Seller and each Facility Agent of (i) any occurrence of a Term SOFR Replacement Event, (ii) the implementation of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” , and (iii) the need for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under aligning any Facility Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent provision of any other party toTransaction Document to the use of that Benchmark Replacement and shall request consent of the Seller, this Agreement and subject to paragraph (c) below, the Required Facility Agents with respect to the Benchmark Replacement and the alignment of any provision of any Transaction Document, which changes shall not be effective unless and until such consent is received. (c) If any Facility Agent fails to respond to a request for an amendment or waiver described in paragraph (a) above within 15 Business Days (or such longer time period in relation to any other Facility Document request which the Seller and the Administrative Agent may agree) of that request being made: (i) its Purchase Group Maximum Net Investment(s) shall not be included for the purpose of calculating the Maximum net Investment when ascertaining whether any relevant percentage of Maximum Net Investment has been obtained to approve that request; and (yii) if its status as a Benchmark Facility Agent and its Purchase Group shall be disregarded for the purpose of ascertaining whether the agreement of any specified Facility Agents has been obtained to approve that request. (d) Upon the Seller’s receipt of notice of the commencement of a Term SOFR Replacement is determined in accordance with clause Event, the Seller may revoke any pending request for a Purchase that accrues Yield based on the Term SOFR Rate or, failing that, will be deemed to have converted such request into a request for a Purchase that accrues Yield at the Alternate Base Rate (2other than clauses (ii) or (iii) 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 Facility 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 Facility Document so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Lendersthat definition).

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), if a Benchmark Transition Event Event, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Facility 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 Facility 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 all purposes hereunder and under any Facility 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 Credit Agreement or any other Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this Section 4.03(b)(ii), if a Term SOFR Transition Date has occurred prior to the Reference time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder and under each other Loan Document in respect of such Benchmark and subsequent Benchmark Settings, without any amendment to, or further action or consent of any party to, this Credit Agreement or any other Loan Document; provided that this Section 4.03(b)(ii) shall not be effective unless the Administrative Agent has delivered to Borrowers and Lenders a Term SOFR Notice with respect to the applicable Term SOFR Transition Event. The Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Loan Document (and any agreement executed in connection with an interest rate hedge Interest Rate Hedge shall be deemed not to be a “Facility Loan Document” for purposes of this SectionSection titled “Benchmark Replacement Setting”), 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 BenchmarkBenchmark for any Currency, then (xA) if a Benchmark Replacement is determined in accordance with clause (1) 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 Facility 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 Facility Loan Document and (yB) if a Benchmark Replacement is determined in accordance with clause (2) or (3) 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 Facility Loan Document in respect of any Benchmark setting at or after 5:00 2:00 p.m. (New York City California 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling LendersRequired Lenders of objection to (i) with respect to a Benchmark Replacement determined in accordance with clause (2) of the definition of “Benchmark Replacement”, the related Benchmark Replacement Adjustment and (ii) with respect to a Benchmark Replacement determined in accordance with clause (3) of the definition of “Benchmark Replacement”, such Benchmark Replacement.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), if the Administrative Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have or an Early Opt-in Event has occurred prior with respect to the Reference Time in respect of Euro Rate for any setting of Available Currency, the then-current Benchmark, then (x) if Administrative Agent and the Borrower may amend this Agreement to replace the Euro Rate for such Available Currency with a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, Available Currency; and any such Benchmark Replacement amendment will replace such Benchmark for all purposes hereunder and under any Facility 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 Facility 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 all purposes hereunder and under any Facility Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) time on the fifth (5th) Business Day after the date notice of Administrative Agent has provided such Benchmark Replacement is provided proposed amendment to the Lenders without any amendment toall Lenders, or further action or consent of any other party to, this Agreement or any other Facility Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Controlling Required Lenders. Until the Benchmark Replacement with respect to the Euro Rate for any Available Currency is effective, each advance, conversion and renewal of a Loan in such Available Currency under the Euro Rate Option will continue to bear interest with reference to the Euro Rate for such Available Currency; provided however, during a Benchmark Unavailability Period with respect to any Available Currency (i) any pending selection of, conversion to or renewal of a Loan in such Available Currency bearing interest under the Euro Rate Option that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of the Base Rate Option with respect to such Loan in the Dollar Equivalent amount of such Loan, (ii) all outstanding Loans in such Available Currency bearing interest under the Euro Rate Option shall automatically be (A) if in Dollars, converted to the Base Rate Option at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain such affected Loan under the Euro Rate Option) (B) if in an Optional Currency, converted to a Loan in Dollars under the Base Rate Option in the Dollar Equivalent amount of such Loan at the expiration of the existing Interest Period (or sooner, if the Administrative Agent cannot continue to lawfully maintain such affected Loan under the Euro Rate Option in such Optional Currency) and (iii) the component of the Base Rate based upon the Euro Rate will not be used in any determination of the Base Rate.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes , upon the occurrence of this Section), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related Benchmark Replacement Date have occurred prior the Borrower shall endeavor in good faith to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if establish a Benchmark Replacement is determined in accordance with clause (1) 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 Facility Document in respect of such Benchmark setting and subsequent Benchmark settings without any shall enter into an amendment to, or further action or consent of any other party to, to this Agreement or any to reflect such alternate rate of interest and such other Facility Document related changes as the Administrative Agent and (y) if the Borrower may in good faith determine to be appropriate. Any such amendment with respect to a Benchmark Replacement is determined in accordance with clause (2) of Transition Event which has been signed by the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Administrative Agent and the Borrower will replace such Benchmark for all purposes hereunder and under any Facility Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has posted such Benchmark Replacement is provided executed amendment to all Lenders and the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Borrower so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the Controlling Lendersdate that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBOR (or the Eurocurrency Rate, to the extent applicable) with a Benchmark Replacement pursuant to this Section 3.08 will occur prior to the applicable Benchmark Transition Start Date. For the avoidance of doubt, in the event Administrative Agent and Borrower fail to execute an amendment regarding a Benchmark Replacement or the Replacement Conforming Changes within 30 days after a Benchmark Transition Event, all existing Eurocurrency Rate Loans shall automatically convert into Base Rate Loans (and Eurocurrency Rate Loans shall no longer be available hereunder until an amendment is executed by the Administrative Agent and the Borrower).

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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, then (x) if a ▇▇▇▇▇ Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 Facility Loan Document and (y) if a ▇▇▇▇▇ Benchmark Replacement is determined in accordance with clause (2b) 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 Facility other Loan Document in respect of any ▇▇▇▇▇ Benchmark setting at or after 5:00 p.m. (New York City Toronto 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 Facility Loan Document so long as the Facility Applicable Administrative Agent has not received, by such time, written notice of objection to such ▇▇▇▇▇ Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the ▇▇▇▇▇ Benchmark Replacement is Adjusted Daily Compounded ▇▇▇▇▇, all interest payments will be payable on the last day of each ▇▇▇▇▇ Interest Period. No Swap Contract shall be deemed a “Loan Document” for purposes of this Section 3.03(d).

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Financing Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Document” for purposes other than the second paragraph of this SectionSection 1.9 hereof), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility Financing 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 Facility Financing Document and (y) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility Financing 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 (as prepared by the Calculation Agent) is provided delivered by the Administrative Agent (acting at the written direction of the Calculation Agent) to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Financing Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. With respect to each Benchmark Replacement, all accrued interest payments will be payable on a monthly basis on each Interest Payment Date. The Lenders hereby (i) authorize and direct the Administrative Agent (acting at the direction of the Required Lenders, in consultation with the Calculation Agent) to implement any Benchmark Replacement (to the extent administratively feasible for the Administrative Agent) in accordance with the terms set forth in this Section 2.15(a) and (ii) acknowledge and agree that the Administrative Agent shall be entitled to all of the exculpations, protections and indemnifications provided for in this Agreement in favor of the Administrative Agent in implementing any such Benchmark Replacement in accordance with such direction.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 Facility Loan Document and the definition of “Adjusted Term SOFR” shall be deemed modified to delete the addition of the Term SOFR Adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility Loan Document in respect of any Benchmark setting at or after 5:00 p.m. P.M. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the affected Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to (a) Upon the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Document” for purposes occurrence of this Section), if a Benchmark Transition Event and its related Event, the Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of will replace the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Facility Program Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark setting Replacement is provided by the Agent to the Buyer and subsequent Benchmark settings the Seller without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateProgram Document, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility 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 Facility Document so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling LendersBuyer. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Seller may revoke any request for a Transaction to be made or continued that would bear interest by reference to such then-current Benchmark until the Seller’s receipt of notice from the Agent that a Benchmark Replacement has replaced such Benchmark. (b) In connection with the implementation and administration of a Benchmark Replacement, the 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 Program 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. (c) The Agent will promptly notify the Seller and the Buyer of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. (d) Any determination, decision or election that may be made by the Agent or Buyer pursuant to this Section 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 8.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and Credit Document, if prior to the commencement of any agreement executed in connection with an interest rate hedge shall be deemed not to be Interest Period for a “Facility Document” for purposes of this Section)Eurodollar Rate Loan, 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) or (b) 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 Facility Credit 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 Facility Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (2c) 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 Facility Credit 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 Facility Credit Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. Notwithstanding anything to the contrary herein or in any other Credit Document and subject to the proviso below in this sentence, if a Term SOFR 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, then the applicable Benchmark Replacement will replace the then current Benchmark for all purposes hereunder and under any other Credit 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 Credit Document; provided, that this sentence shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Credit Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility Credit 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 Facility Credit Document and the definition of “Adjusted Term SOFR” shall be deemed modified to delete the addition of the credit spread adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clause (2clause(b) 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 Facility Credit 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 Facility Credit Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Majority Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR, all interest payments will be payable on a quarterly basis. (ii) No Hedging Agreement shall constitute a “Credit Document” for purposes of this Section 3.6.

Benchmark Replacement. (a) Notwithstanding anything to the contrary herein or in any other Facility Loan Document (and including Section 2.15 above), upon the occurrence of a Benchmark Transition Event, Lender may at any agreement executed in connection time thereafter amend this Agreement to replace the then current Benchmark with an alternate benchmark rate selected by Lender, together with any spread or other adjustment to be applied to such alternate benchmark rate (including any mathematical or other adjustments to the benchmark), giving due consideration to any evolving or then existing convention for determining a rate of interest rate hedge shall as a replacement to such current Benchmark for U.S. dollar denominated bilateral bank-originated loans in the U.S. market (the “Benchmark Replacement”). If the Benchmark Replacement as so determined would be less than zero percent (0%), the Benchmark Replacement will be deemed not to be a “Facility Document” zero percent (0%) for the purposes of this Section)Agreement. Any such amendment will become effective at 5:00 p.m. Pacific Time on the effective date specified in such amendment (such date, 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Facility Document in respect of such Benchmark setting and subsequent Benchmark settings ”) without any amendment to, or further action or consent of any other party toBorrowers, this Agreement or any other Facility 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 all purposes hereunder and under any Facility 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 Facility Document so long as the Facility Agent Lender has not received, by the fifteenth (15th) calendar day after ▇▇▇▇▇▇ has provided such timeproposed amendment to Borrowers, written notice of objection to such amendment from Administrative Borrower. If Borrowers object to such amendment to implement the Benchmark Replacement, then the Benchmark Replacement will not be effective hereunder, but from Lenders comprising and after the Controlling Lendersoccurrence of the Benchmark Replacement Date, Borrowers shall not be entitled to elect that the interest rate on Loans be based upon the then current Benchmark (whether at the time when made, upon conversion from a Base Rate Loan, or upon continuation of a Loan bearing interest based upon such Benchmark, if applicable,) and at such time as Lender elects, all Loans bearing interest based upon the then current Benchmark shall be converted into Base Rate Loans at the end of the applicable Interest Period therefor, if applicable, or sooner if Lender cannot continue to maintain such Loan at the current Benchmark (subject to Borrowers’ right to have Loans bear interest based upon the Benchmark Replacement once such rate is implemented hereunder in accordance with the terms of this Section 2.16). (b) As used herein: (i) “Benchmark” means, initially, with respect to any SOFR Loan, the SOFR-Based Rate upon which such SOFR Loan is based; provided that if a Benchmark Replacement Date has occurred with respect to any such SOFR-Based Rate or any then current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has become effective pursuant to this Section 2.16; and (i) “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to a then current Benchmark: (A) a public statement or publication of information by or on behalf of the administrator of the Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof); (B) a public statement or publication of information by a governmental authority having jurisdiction over Lender, the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof); (C) a public statement or publication of information by a governmental authority having jurisdiction over Lender or the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark is no longer, or as of a specified future date will no longer be, representative or is not in compliance or aligned, or as of a specified future date will not be in compliance or aligned, with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; (D) the circumstances set forth in Section 2.15 above have arisen and such circumstances are unlikely to be temporary; or (E) Lender has determined that U.S. dollar denominated bilateral bank-originated loans in the U.S. market are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the then current Benchmark.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Credit Document” for purposes , upon the occurrence of this Section), if a Benchmark Transition Event or an Early Opt-in Election with respect to an Affected Rate, as applicable, the Administrative Agent and its related Benchmark Replacement Date have occurred prior the Borrower Representative may amend this Agreement to replace the Affected Rate with respect to the Reference Time applicable Affected Currency with one or more Benchmark Replacements with respect to such Affected Currency, as applicable (it being understood that all Loans denominated in a given Affected Currency for which the Affected Rate is being replaced shall be subject to the same Benchmark Replacement). Any such amendment with respect of any setting of the then-current Benchmark, then (x) if to a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any Facility 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 Facility 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 all purposes hereunder and under any Facility Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to the all Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such the applicable Benchmark Replacement Replacements set forth therein from Lenders comprising the Controlling Required Lenders; provided that, with respect to any proposed amendment containing a SOFR-Based Rate, the Required 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 Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of an Affected Rate with a Benchmark Replacement pursuant to this Section 1.14 will occur prior to the applicable Benchmark Transition Start Date for such Affected Rate.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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, then (xA) if a Benchmark Replacement is determined in accordance with clause clause (1a) 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 Facility 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 Facility Loan Document and (ythe definition of “Term SOFR” shall be deemed modified to delete the addition of the Applicable SOFR Adjustment to Term SOFR for any calculation and(B) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility 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 Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to all affected Lenders and the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Borrower so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Facility Document (Loan Document, upon the occurrence of a Benchmark Transition Event, with respect to any Benchmark, the Administrative Agent and any agreement executed in connection the Borrower may amend this Agreement to replace such Benchmark with an interest rate hedge shall be deemed not a Benchmark Replacement. Any such amendment with respect to be a “Facility Document” for purposes of this Section), if a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and its related 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 Requisite Class Lenders of each applicable Class. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 5.2(c)(i)(A) will occur prior to the applicable Benchmark Transition Start Date. (B) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term RFR Transition Date have has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then Benchmark consisting of a Daily Simple RFR (x) if including a Daily Simple RFR implemented as a Benchmark Replacement is determined in accordance with clause (1pursuant to Section 5.2(c)(i)(A)) of for the definition of “Benchmark Replacement” for such Benchmark Replacement Dateapplicable Currency, such then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder and or under any Facility Loan Document in respect of such Benchmark for the applicable Currency setting and subsequent Benchmark settings settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document and (yLoan Document; provided that this clause 5.2.(c)(i)(B) if a Benchmark Replacement is determined in accordance with clause (2) of shall not be effective unless the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility 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 Administrative Agent has delivered to the Lenders without any amendment toand the Borrower a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or further action or consent of any other party to, this Agreement or any other Facility Document not elect to do so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Lendersin its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Loan Document (and any agreement executed in connection with an interest rate hedge a Hedging Agreement shall be deemed not to be a “Facility Loan Document” for purposes of this SectionSection titled “Benchmark Replacement Setting”), 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, then (xA) if a Benchmark Replacement is determined in accordance with clause (1) 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 Facility 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 Facility Loan Document and (yB) 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 all purposes hereunder and under any Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 Facility Loan Document and the definition of “Adjusted Term SOFR” shall be deemed modified to delete the addition of the Term SOFR Adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 Facility Loan Document and the definition of “Adjusted Term SOFR” shall be deemed modified to delete the addition of the Term SOFR Adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Loan Document (and any agreement executed in connection with an interest rate hedge Hedge Agreement shall be deemed not to be a “Facility Loan Document” for purposes of this SectionSection 1.09), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” with respect to Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” with respect to any Alternative Currency for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling LendersRequired Lenders of each affected Class. If the Benchmark Replacement is based upon Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Solely with respect to any SOFR Borrowing hereunder (it being understood, for the avoidance of doubt, that this Section 2.23 shall only apply to SOFR Loans): (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. (ii) No swap agreement shall be deemed to be a “Loan Document” for purposes of this Section 2.23). (b) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right, in consultation with the Borrower, 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. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) 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 Section 2.23(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.23, 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 2.23. (d) 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 is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in 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 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 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 (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 (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 time to reinstate such previously removed tenor. (e) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), if a Benchmark Transition Event Event, an Early Opt-in Election, or an Other Benchmark Rate 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (a)(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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2a)(3) or clause (c) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Requisite Lenders. If an Unadjusted Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. (B) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR 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, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Loan Document (and any agreement executed in connection with an interest rate hedge each Swap Agreement shall be deemed not to be a “Facility Loan Document” for purposes of this SectionSection 3.8), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to clause (y) below) of any other party to, this Credit Agreement or any other Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility 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 Credit Agreement or any other Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 Credit Agreement or any other Facility Loan Document and the definition of “Adjusted Term SOFR” shall be deemed modified to delete the addition of the Term SOFR Adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility 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 Credit Agreement or any other Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Basic Document” for purposes , upon the occurrence of this Section), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related Benchmark Replacement Date have occurred prior the Borrower may amend this Agreement to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if replace Term SOFR with a Benchmark Replacement is determined in accordance Replacement. Any such amendment with clause (1) 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 Facility 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 Facility Document and (y) if to a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any Facility Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has provided such Benchmark Replacement is provided proposed amendment to all Lenders and the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Borrower so long as the Facility Administrative Agent has not received, by such time, written notice of objection (which determination shall be made in good faith) to such amendment from Lenders constituting a majority of each class of Lenders (“Benchmark Transition Objection Notice”). Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders constituting a majority of each class of Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept (which determination shall be made in good faith) such amendment (the “Early Opt-in Consent”). Notwithstanding the foregoing, the Administrative Agent shall not be required to seek any Benchmark Transition Objection Notice or any Early Opt-in Consent from any Lender (and no Lender shall have any right to consent or object to any Benchmark Replacement) to the extent the Administrative Agent has elected to make or consented or not objected to the making of such amendments for comparable U.S. dollar denominated credit facilities. No replacement of Term SOFR with a Benchmark Replacement from Lenders comprising pursuant to this Section titled “Effect of Benchmark Transition Event” will occur prior to the Controlling Lendersapplicable Benchmark Transition Start Date. If there is a Benchmark Transition Event or an Early Opt-In Election, until such time as a Benchmark Replacement has been determined pursuant to this Section 2.19, Term SOFR shall be replaced with the Base Rate.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes , upon the occurrence of this Section), if a Benchmark Transition Event and its related Benchmark Replacement Date have or if an Early Opt-in Event has occurred prior with respect to the Reference Time in respect of Euro-Rate for any setting of Available Currency, the thenAdministrative Agent and the Lead Borrower may amend this Agreement to replace the Euro-current Benchmark, then (x) if Rate for such Available Currency with a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, Available Currency; and any such Benchmark Replacement amendment will replace such Benchmark for all purposes hereunder and under any Facility 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 Facility 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 all purposes hereunder and under any Facility Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) time on the fifth (5th) Business Day after the date notice of Administrative Agent has provided such Benchmark Replacement is provided proposed amendment to the Lenders without any amendment toall Lenders, or further action or consent of any other party to, this Agreement or any other Facility Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Controlling Required Lenders. Until the Benchmark Replacement with respect to the Euro-Rate for any Available Currency is effective, each advance, conversion and renewal of a Loan in such Available Currency under the Euro-Rate Option will continue to bear interest with reference to the Euro-Rate for such Available Currency; provided however, during a Benchmark Unavailability Period with respect to any Available Currency (i) any pending selection of, conversion to or renewal of a Loan in such Available Currency bearing interest under the Euro-Rate Option that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of the Base Rate Option with respect to such Loan in the Dollar Equivalent amount of such Loan, (ii) all outstanding Loans in such Available Currency bearing interest under the Euro-Rate Option shall automatically be (A) if in Dollars, converted to the Base Rate Option at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain such affected Loan under the Euro-Rate Option) (B) if in a Canadian Dollar Loan, converted to a Loan in Dollars under the Base Rate Option in the Dollar Equivalent amount of such Loan at the expiration of the existing Interest Period (or sooner, if the Administrative Agent cannot continue to lawfully maintain such affected Loan under the Euro-Rate Option in Canadian Dollars) and (iii) the component of the Base Rate based upon the Euro-Rate will not be used in any determination of the Base Rate.

Benchmark Replacement. Notwithstanding anything herein to the contrary herein or in contrary, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace any other Facility Document (and any agreement executed in connection Benchmark with an interest rate hedge shall be deemed not a Benchmark Replacement. Any such amendment with respect to be a “Facility Document” for purposes of this Section), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to will become ef fective at the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Facility 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 Facility 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 all purposes hereunder and under any Facility Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) f if th Business Day after af ter the date notice of Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to all Lenders and the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Borrower so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from amendment f rom Lenders comprising the Controlling Requisite Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this paragraph will occur prior to the applicable Benchmark Transition Start Date. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes f rom time to time and, notwithstanding anything to the contrary in this Agreement, any amendments implementing such Benchmark Replacement Conforming Changes will become ef fective without any further action or consent of any other party to this Agreement. The Administrative Agent will promptly notify the Borrower, the Bank Parties and the Lenders of (a) any occurrence of a Benchmark Transition Event, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (b) the implementation of any Benchmark Replacement, (c) the effectiveness of any Benchmark Replacement Conforming Changes and (d) 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 paragraph 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 f rom 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 paragraph. For the avoidance of doubt, the Administrative Agent must approve the Benchmark Replacement for use under this Agreement and, during any Benchmark Unavailability Period, the replacement rate will be the Base Rate.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Loan Document (and any agreement executed in connection with an interest rate hedge a Hedging Contract shall be deemed not to be a “Facility "Loan Document” " for purposes of this SectionSection titled "Benchmark Replacement Setting"), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred for a currency prior to the Reference Time in respect of any setting of the a then-current BenchmarkBenchmark for such currency, then then, (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (a)(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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2a)(3) or (b) 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 Facility Loan Document in respect of any such 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Revolving Lenders, as applicable. If (i) a Benchmark Replacement Date has occurred for USD LIBOR and the applicable Benchmark Replacement on such Benchmark Replacement Date for USD LIBOR is a Benchmark Replacement other than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in USD and ▇▇▇▇ requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from ▇▇▇▇, 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 ▇▇▇▇ and Lenders with written notice that from and after a date identified in such notice: (i) a Benchmark Replacement Date 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 (a)(1) of the definition of “Benchmark Replacement” under this Section titled “Benchmark Replacement Setting”; provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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 BenchmarkBenchmark for any Available Currency, then (xA) if a Benchmark Replacement is determined in accordance with clause (1) 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 Facility 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 Facility Loan Document and (yB) if a Benchmark Replacement is determined in accordance with clause (2), (3), or (4) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling LendersRequired Lenders of objection to (i) with respect to a Benchmark Replacement determined in accordance with clause (2) or (3) of the definition of "Benchmark Replacement", the related Benchmark Replacement Adjustment and (ii) with respect to a Benchmark Replacement determined in accordance with clause (4) of the definition of "Benchmark Replacement", such Benchmark Replacement. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark consisting of a Daily Simple RFR for the applicable Currency, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the applicable Currency 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; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrowers a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or not elect to do so in its sole discretion.

Benchmark Replacement. Notwithstanding UponNotwithstanding anything to the contrary herein herein, in the Credit Agreement or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes , upon the occurrence of this Section), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent, the Requisite Lenders and its related Benchmark Replacement Date have occurred prior the Borrower may amend the Creditthis Agreement to the Reference Time in respect of any setting of the replace LIBORthe then-current Benchmark, then (x) if Benchmark with a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for ; provided that any such Benchmark Replacement Dateshall be administratively feasible for the Administrative Agent in its sole discretion. In addition, such the Administrative Agent shall not be bound to comply with, acknowledge or consent to any Benchmark Replacement will replace such or Benchmark for all purposes hereunder and under any Facility Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, Replacement Conforming Changes or further action or consent of any other party to, amendment to this Agreement or any other Facility Loan Document and (y) if that would affect its rights, duties, privileges, protections, obligations or liabilities, or in such Administrative Agent’s reasonable judgment, otherwise adversely affect it. Any such amendment with respect to a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any Facility Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to all Lenders and the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Borrower so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Controlling Requisite Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Requisite Lenders have deliveredon the date of delivery of such amendment to the Administrative Agent written notice that such Requisite Lenders accept such amendment. No replacement of LIBORa Benchmark with a Benchmark Replacement pursuant to this Exhibit N will occur prior to the applicable Benchmark Transition Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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 any Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 Facility Loan Document and the definition of “Adjusted Term SOFR” shall be deemed modified to delete the addition of the Term SOFR Adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Majority Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Loan Document (and any agreement executed in connection with an interest rate hedge Commodity Hedging Agreements or Interest Rate Agreements shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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, then (xxA) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 Facility Loan Document and (yyB) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Majority Lenders. If the Benchmark Replacement is Adjusted Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. (1) Notwithstanding anything to the contrary herein or in any other Facility Document Loan Document, upon the occurrence of a Benchmark Transition Event, Agent and US Administrative Borrower may amend this Agreement to replace the then-current Benchmark (and any agreement executed in connection USD) with an interest rate hedge shall be deemed not a Benchmark Replacement. Any such amendment with respect to be a “Facility Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Facility 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 Facility 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 all purposes hereunder and under any Facility Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Agent has posted such Benchmark Replacement is provided proposed amendment to the all affected Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document and US Administrative Borrower so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Controlling Required Lenders. No replacement of a Benchmark (USD) with a Benchmark Replacement pursuant to this Section 2.12(d)(iii) will occur prior to the applicable Benchmark Transition Start Date. (2) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark for GBP, Agent and Administrative Borrowers may amend this Agreement to replace the then-current Benchmark (GBP) with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after Agent has posted such proposed amendment to all Lenders and Administrative Borrowers so long as 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 (GBP) with a Benchmark Replacement pursuant to this Section 2.12(d)(iii) will occur prior to the applicable Benchmark Transition Start Date.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), if a Benchmark the USD LIBOR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkAdjusted Eurocurrency Rate for Dollars, then (x) if a Benchmark Replacement is determined in accordance with clause (1b)(1) or (b)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such the then-current Benchmark with respect to Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars for all purposes hereunder and under any Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2b)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. (B) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Other Benchmark Rate Election, as applicable, with respect to any Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event or an Other Benchmark Rate Election, as applicable, will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all 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 2.17(c)(i)(B) will occur prior to the applicable Benchmark Transition Start Date. (C) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark consisting of a Daily Simple RFR (including a Daily Simple RFR implemented as a Benchmark Replacement pursuant to Section 2.17(c)(i)(A) or Section 2.17(c)(i)(B)) for the applicable currency, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the applicable currency 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; provided that this clause (C) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or not elect to do so in its sole discretion.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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 any Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, the Administrative Agent and the Borrower will amend this Agreement to replace such Benchmark with such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility Loan Document in respect of such Benchmark setting and subsequent Benchmark settings settings, which amendment shall become effective without any amendment to, or further action or consent of any other party to, to this Agreement or any other Facility Document Loan Document; provided that any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period unless such amendment otherwise becomes effective prior to such date and shall continue to constitute ABR Loans until the effectiveness of such amendment, and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, the Administrative Agent and the Borrower will amend this Agreement to replace such Benchmark with such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility Loan Document in respect of any Benchmark setting setting, which amendment shall become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of on which such Benchmark Replacement amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, to this Agreement or any other Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments shall be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document Loan Document, (and any agreement executed in connection i) upon the occurrence of a Benchmark Transition Event with an interest rate hedge shall be deemed not respect to be a “Facility Document” for purposes of this Sectionthe then-current Benchmark (other than the Term SOFR Reference Rate or the Term ▇▇▇▇▇ Reference Rate), the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark 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 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 2.24(a)(i) will occur prior to the applicable Benchmark Transition Start Date; and (ii) 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1b)(i) 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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2b)(ii) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the Benchmark Replacement is Daily Simple SOFR or Daily Simple ▇▇▇▇▇, all interest payments will be payable on a monthly basis.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), if a Benchmark Transition Event Event, an Early Opt-in Election, or an Other Benchmark Rate 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (a)(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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2a)(3) or clause (c2) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Requisite Lenders. If an Unadjusted Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. (B) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR 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, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.[Intentionally Omitted.]

Benchmark Replacement. (i) [reserved]; (ii) Notwithstanding anything to the contrary herein or in any other Facility Loan Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Administrative Agent and the Administrative Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Administrative 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 2.11(a)(ii) will occur prior to the applicable Benchmark Transition Start Date. (iii) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this clause (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Document” for purposes of this Sectioniii), if a Benchmark Term RFR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark that is not a Term RFR, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder and or under any Facility Loan Document in respect of such Benchmark for the applicable Approved Currency setting and subsequent Benchmark settings settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document and (y) if a Benchmark Replacement is determined in accordance with Loan Document; provided that this clause (2iii) of shall not be effective unless the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility 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 Administrative Agent has delivered to the Lenders without any amendment toand the Administrative Borrower a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or further action or consent of not elect to do so in its sole discretion; provided, that, notwithstanding any other party to, provision in this Agreement or any other Facility Loan Document so long as to the Facility contrary, without the prior written consent of the Administrative Agent has not receivedin its sole discretion, by no Term RFR Transition Event shall cause (i) European Swingline Loans denominated in Dollars, GBP or Swiss francs to bear interest at a rate other than the Daily Simple RFR for such time, written notice currency or (ii) the LC Participation Fee rate applicable to Letters of objection Credit denominated in GBP or Swiss francs to be calculated using an Applicable Margin other than the Applicable Margin relating to 165 1254948.01A-CHISR02A1306028.06-NYCSR02A - MSW the Daily Simple RFR for such Benchmark Replacement from Lenders comprising the Controlling Lenderscurrency.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Credit Document” for purposes of this Section), if a Benchmark the USD LIBOR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkAdjusted Eurocurrency Rate for Dollars, then (x) if a Benchmark Replacement is determined in accordance with clause (1b)(1) or (b)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such the then-current Benchmark with respect to Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars for all purposes hereunder and under any Facility Credit 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 Facility Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (2b)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility Credit 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 Facility Credit Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling LendersRequired Lenders of each Class. (A) [reserved]. (B) Notwithstanding anything to the contrary herein or in any other Credit Document, upon the occurrence of a Benchmark Transition Event or an Other Benchmark Rate Election, as applicable, with respect to any Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event or an Other Benchmark Rate Election, as applicable, will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all 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 of the applicable Class. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.17(c)(i)(B) will occur prior to the applicable Benchmark Transition Start Date. (C) Notwithstanding anything to the contrary herein or in any other Credit Document and subject to the proviso below in this paragraph, if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark consisting of a Daily Simple RFR (including a Daily Simple RFR implemented as a Benchmark Replacement pursuant to Section 2.17(c)(i)(A) or Section 5.8(c)(i)(B)) for the applicable Agreed Currency, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder or under any Credit Document in respect of such Benchmark for the applicable Agreed Currency setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document; provided that this clause (C) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or not elect to do so in its sole discretion.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), if a Benchmark the USD LIBOR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkAdjusted Eurodollar Rate for Dollars, then (x) if a Benchmark Replacement is determined in accordance with clause (1b)(1) or (b)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such the then-current Benchmark with respect to Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars for all purposes hereunder and under any Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2b)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility 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 Facility Loan Document so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. (B) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Agent and the Administrative Borrower may amend this Agreement to ​ ​ replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Agent has posted such proposed amendment to all affected Lenders and the Administrative Borrower so long as the 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 3.5(c)(i)(B) will occur prior to the applicable Benchmark Transition Start Date. (C) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark consisting of a Daily Simple RFR (including a Daily Simple RFR implemented as a Benchmark Replacement pursuant to Section 3.5(c)(i)(A) or Section 3.5(c)(i)(B)) for the applicable Currency, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the applicable Currency 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; provided that this clause (C) shall not be effective unless the Agent has delivered to the Lenders and the Administrative Borrower a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or not elect to do so in its sole discretion.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 Facility Loan Document and the definition of “Adjusted Term SOFR” shall be deemed modified to delete the addition of the Term SOFR Adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR, all interest payments will be payable on a quarterly basis. (ii) No Hedging Agreements shall be deemed to be a “Loan Document” for purposes of this Section 2.14.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided by the Administrative Agent to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis. (ii) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right, in consultation with D▇▇▇, 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. (iii) The Administrative Agent will promptly notify the Borrowers and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) 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 Borrowers and the Lenders of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.07(d)(iv) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07, 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 2.07. (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), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate or EURIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in 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 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 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 (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 (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 time to reinstate such previously removed tenor. (v) Upon receipt by any Borrower of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) such Borrower may revoke any pending request for a Term SOFR Advance, Daily Simple S▇▇▇▇ Advance or Eurocurrency Rate Advance of, conversion to or continuation of Term SOFR Advances, or a Eurocurrency Rate Advances in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (A) in the case of any request for any affected Term SOFR Advance, if applicable, such Borrower will be deemed to have converted any such request into a request for a Base Rate Advance or conversion to Base Rate Advance in the amount specified therein and (B) in the case of any request for any affected Daily Simple S▇▇▇▇ Advance or Eurocurrency Rate Advance, in each case, in an Committed Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Advances, if applicable, will be deemed to have been converted into a Base Rate Advance at the end of the applicable Interest Period and (B) any outstanding affected Daily Simple S▇▇▇▇ Advances or Eurocurrency Rate Loans, in each case, denominated in an Committed Currency, at such Borrower’s election, shall either (I) be converted into a Base Rate Advance denominated in Dollars (in an amount equal to the Dollar Equivalent of such Committed Currency) immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple S▇▇▇▇ Advances, if no election is made by such Borrower by the date that is three Business Days after receipt by such Borrower of such notice, such Borrower shall be deemed to have elected clause (I) above; provided, further that, with respect to any Eurocurrency Rate Loan, if no election is made by such Borrower by the earlier of (x) the date that is three Business Days after receipt by such Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, such Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, such Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple S▇▇▇▇ Advance) on the amount so prepaid or converted, together with any additional amounts required pursuant to this Section 2.08. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document Loan Document: (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Document” for purposes a) [Reserved.] (b) Upon the occurrence of this Section), if a Benchmark Transition Event and its related Event, the Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of will replace the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Facility 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 Facility 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 all purposes hereunder and under any Facility Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided by the Administrative Agent (acting at the direction of the Required Lenders) to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders (and any such objection shall be conclusive and binding absent manifest error). (c) At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, 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 (acting at the direction of the Required Lenders) 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 Base Rate Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate. (d) In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent (acting at the direction of the Required Lenders) will have the right to make Benchmark Replacement Conforming Changes from time to time and, subject to Section 3.3(j) and the proviso in Section 10.1 but otherwise 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 (acting at the direction of the Required Lenders) will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Benchmark Replacement Conforming Changes. The Administrative Agent (acting at the direction of the Required Lenders) will notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.3(f). 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 3.3, 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, (x) in the case of any determination, decision or election by the Administrative Agent pursuant to this Section 3.3 will be made at the written direction of the Required Lenders, and (y) in the case of any determination, decision or election by any Lender (or group of Lenders), if applicable, pursuant to this Section 3.3, may be made in its or their sole discretion, and, in each case will be conclusive and binding absent manifest error and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.3. (f) At any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR), then the Administrative Agent (acting at the direction of the Required Lenders) may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (B) the Administrative Agent (acting at the direction of the Required Lenders) may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings. (g) Notwithstanding anything herein or in any other Loan Document to the contrary, the Administrative Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of any rate hereunder (including, without limitation, any applicable Benchmark), or whether or when there has occurred, or to give notice to any other party to this Agreement or any other Loan Document of, the occurrence of, any Benchmark Transition Event, or matter related to any of the foregoing, (ii) to select, determine or designate any Benchmark Replacement or Benchmark Replacement Conforming Changes, or any other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, or (iii) to select, determine or designate any modifier to any replacement or successor index. (h) 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 any rate hereunder (including, without limitation, the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, SOFR, or any other Benchmark), or any component definition thereof or rates referred to in the definition thereof, or 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 Benchmark Replacement, including whether it is similar to, or produces the same value or economic equivalence to or have the same volume or liquidity as any other rate hereunder (including the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, SOFR (or any other Benchmark)), (iii) any actions or use of its discretion or other decisions or determinations made with respect to any matters covered by this Section 3.3, 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 (e) above or otherwise in accordance herewith, and (iv) the effect of any of the foregoing provisions of this Section 3.3. (i) The Administrative Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement or any other Loan Document as a result of the unavailability of any rate hereunder (including, without limitation, the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, SOFR (or other applicable Benchmark)) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other party to this Agreement or any other Loan Document, including, without limitation, the Borrower or the Lenders, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement or any other Loan Document and reasonably required for the performance of such duties. (j) The Administrative Agent shall not be bound to follow or agree to any amendment or supplement to this Agreement (including any Benchmark Replacement Conforming Changes) that would increase or materially change or affect the duties, obligations or liabilities of the Administrative Agent (including the opposition or expansion of discretionary authority), or reduce, eliminate, limit or otherwise change any right, privilege or protection of the Administrative Agent, or would otherwise materially and adversely affect the Administrative Agent, in each case in its sole judgment, without the Administrative Agent’s express written consent.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), if a Benchmark the USD LIBOR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkAdjusted LIBOR Rate for Dollars, then (x) if a Benchmark Replacement is determined in accordance with clause (1b)(i) or (b)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such the then-current Benchmark with respect to Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars for all purposes hereunder and under any Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2b)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Administrative Agent and the Administrative Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Administrative 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 2.11(a)(ii) will occur prior to the applicable Benchmark Transition Start Date. (iii) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this clause (iii), if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark that is not a Term RFR, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the applicable Approved Currency 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; provided that this clause (iii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Administrative Borrower a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or not elect to do so in its sole discretion; provided, that, notwithstanding any other provision in this Agreement or any other Loan Document to the contrary, without the prior written consent of the Administrative Agent in its sole discretion, no Term RFR Transition Event shall cause (i) European Swingline Loans denominated in Dollars, GBP or Swiss francs to bear interest at a rate other than the Daily Simple RFR for such currency or (ii) the LC Participation Fee rate applicable to Letters of Credit denominated in GBP or Swiss francs to be calculated using an Applicable Margin other than the Applicable Margin relating to the Daily Simple RFR for such currency.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Document” for purposes of this Section)Program Agreement, 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1i), (ii) or (iii) 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 Facility Document Program Agreement 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 Addendum or any other Facility Document Program Agreement and (y) if a Benchmark Replacement is determined in accordance with clause (2iv) 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 Facility Document Program Agreement 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 Seller without any amendment to, or further action or consent of any other party to, to this Agreement Addendum or any other Facility Document Program Agreement so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising Seller. For the Controlling Lendersavoidance of doubt, in the event Administrative Agent receives a written notice of objection to such Benchmark Replacement from Seller pursuant to the immediately preceding sentence, Administrative Agent and Seller shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Seller and Administrative Agent are not able to come to a mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Reference Rate Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Seller.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be Loan Document, upon the occurrence of a “Facility Document” for purposes of this Section), if Benchmarkif a Benchmark Term SOFR Transition Event and or an Early Opt-in Election, as applicableand its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such applicable Benchmark Replacement will replace such the then-current Benchmark for all purposes hereunder and or under any Facility Loan Document in respect of such Benchmark setting and subsequent Benchmark settings settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Loan Document; provided that this clause (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and (y) if the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent and the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement is determined in accordance Replacement. Any such amendment with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement respect to a Benchmarkshall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event will replace such Benchmark for all purposes hereunder and under any Facility Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to all Lenders and the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Borrower so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Controlling Majority Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Majority Lenders have delivered to the Administrative Agent written notice that such Majority Lenders accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement pursuant to this Section 3.03(c) will occur prior to the applicable Benchmark Transition Start Date.and may elect or not elect to do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Credit Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility Credit 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 Facility Credit Document and the definition of “Adjusted Term SOFR” shall be deemed modified to delete the addition of the Term SOFR Adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility Credit 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 Facility Credit Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Loan Document (and any agreement executed in connection with an interest rate hedge Rate Management Agreement shall be deemed not to be a “Facility Loan Document” for purposes of this SectionSection 2.23(c)) if, if upon the occurrence of a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of ofthe Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark, then (x) if with a Benchmark Replacement is determined in accordance with clause (1a)(1) or (a)(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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2a)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and 57 15524773v115524773v5 under any Facility Loan Document in respect of any Benchmark setting at or after after. 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 date notice of such Benchmark Replacement is provided to the theAdministrative Agent has posted such proposed amendment to all affected Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Loan Documentand the Borrower so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Controlling Required Lenders. If an UnadjustedNo replacement of a Benchmark with a Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basispursuant to this Section 2.23(c)(i) will occur prior to the applicable Benchmark Transition Start Date.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Transaction Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (a)(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 Facility Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings Settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (2a)(3) 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 Facility Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City Chicago time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to all the Lenders Purchasers and the Seller without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Transaction Document so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders Purchasers comprising the Controlling LendersRequired Purchasers. (ii) Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Term SOFR 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, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Transaction 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 Transaction Document, provided that this clause (ii) shall not be effective unless the Agent has delivered to the Seller a Term SOFR Notice. For the avoidance of doubt, the Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes , upon the occurrence of this Section), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related Benchmark Replacement Date have occurred prior the Borrower may amend this Agreement to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if replace LIBOR with a Benchmark Replacement is determined in accordance Replacement. Any such amendment with clause (1) 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 Facility 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 Facility Document and (y) if to a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any Facility Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to all Lenders and the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Borrower so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Controlling Required Lenders. Any such amendment with [***] Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. 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 LIBOR with a Benchmark Replacement pursuant to this Section 3.03(b) will occur prior to the applicable Benchmark Transition Start Date. (ii) 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. (iii) The Administrative Agent will promptly notify the Borrower and the Lenders of (A) 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, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) 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 3.03(b), 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 3.03(b). (iv) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period, the component of the Base Rate based upon LIBOR will not be used in any determination of the Base Rate.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes , upon the occurrence of this Section), if a Benchmark Transition Event and its related Benchmark Replacement Date have or if an Early Opt-in Event has occurred prior with respect to the Reference Time in respect of Euro-Rate for any setting of Available Currency, the thenAdministrative Agent and the Lead Borrower may amend this Agreement to replace the Euro-current Benchmark, then (x) if Rate for such Available Currency with a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, Available Currency; and any such Benchmark Replacement amendment will replace such Benchmark for all purposes hereunder and under any Facility 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 Facility 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 all purposes hereunder and under any Facility Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) time on the fifth (5th) Business Day after the date notice of Administrative Agent has provided such Benchmark Replacement is provided proposed amendment to the Lenders without any amendment toall Lenders, or further action or consent of any other party to, this Agreement or any other Facility Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Controlling Required Lenders.. Until the Benchmark Replacement with respect to the Euro-Rate for any Available Currency is effective, each advance, conversion and renewal of a Loan in such Available Currency under the Euro-Rate Option will continue to bear interest with reference to the Euro-Rate for such Available Currency; provided however, during a Benchmark Unavailability Period with respect to any Available Currency (i) any pending selection of, conversion to or renewal of a Loan in such Available Currency bearing interest under the Euro-Rate Option that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of the Base Rate Option with respect to such Loan in the Dollar Equivalent amount of such Loan, (ii) all outstanding Loans in such Available Currency bearing interest under the Euro-Rate Option shall automatically be (A) if in Dollars, converted to the Base Rate Option at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain such affected Loan under the Euro-Rate Option) (B) if in an Optional Currency, converted to a Loan in Dollars under the Base Rate Option in the Dollar Equivalent amount of such Loan at the expiration of the existing Interest Period (or sooner, if the Administrative Agent cannot continue to lawfully maintain such affected Loan under the Euro-Rate Option in such Optional Currency) and (iii) the component of the Base Rate based upon the Euro-Rate will not be used in any determination of the Base Rate

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Transaction Document” for purposes of this Section), if the Administrator determines that a Benchmark Transition Event or an Early Opt-in Event has occurred with respect to Euro-Rate or LMIR, the Administrator and the Seller may amend this Agreement to replace Euro-Rate or LMIR, as applicable, with a Benchmark Replacement; and any such amendment will become effective atElection, 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, then (x) if a Benchmark Replacement 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 Facility Transaction 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 Facility Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (23) 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 Facility Transaction 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 Administrator has provided such proposed amendment to all Purchasers,date notice of such Benchmark Replacement is provided to the Lenders Purchaser Agents and Seller without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Transaction Document so long as the Facility Agent Administrator has not received, by such time, written notice of objection to such Benchmark amendment from PurchaserscompromisingBenchmark Replacement from Lenders Purchaser Agents comprising the Controlling Lenders.Majority 741604250 99551574 17

Benchmark Replacement. (1) Notwithstanding anything to the contrary herein or in any other Facility Loan Document (and any agreement executed in connection with an interest rate hedge Interest Rate Hedge shall be deemed not to be a “Facility Loan Document” for purposes of this SectionSection titled “Benchmark Replacement Setting”), 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 BenchmarkBenchmark for any Currency, then (xA) if a Benchmark Replacement is determined in accordance with clause (1) 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 Facility 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 Facility Loan Document and (yB) if a Benchmark Replacement is determined in accordance with clause (2), (3), or (2) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the definition then-current Benchmark consisting of “Benchmark Replacement” a Daily Simple RFR for such Benchmark Replacement Datethe applicable Currency, such then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder and or under any Facility 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 for the Lenders applicable Currency setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document so long as Loan Document; provided that this clause (2) shall not be effective unless the Facility Administrative Agent has delivered to the Lenders and the Borrowers a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Administrative Agent shall not received, by such time, written notice of objection be required to such Benchmark Replacement from Lenders comprising the Controlling Lendersdeliver a Term RFR Notice after a Term RFR Transition Event and may elect or not elect to do so in its sole discretion.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date shall have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement 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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (23) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. 4839-9354-3409 v.6 (ii) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date shall have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then Term SOFR will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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 any then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility each 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 Credit Agreement or any other Facility Document Loan Document, and (y) if a Benchmark Replacement is determined in accordance with clause (2a)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility each other 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 Credit Agreement or any other Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document, solely with respect to any Obligations, interest, fees, commissions or other amounts denominated in Dollars or calculated with respect thereto, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the applicable then-current Benchmark, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder and under each 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 Credit Agreement or any other Loan Document; provided that this Section 4.9(a)(ii) shall not be effective unless the Administrative Agent has delivered to the Borrower and the Lenders a Term SOFR Notice. The Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes , upon the occurrence of this Section), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related Benchmark Replacement Date have occurred prior the Borrower may amend this Agreement to replace the Reference Time in respect of any setting of the then-current Benchmark, then (x) if LIBO Rate with a Benchmark Replacement is determined in accordance Replacement. Any such amendment with clause (1) 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 Facility 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 Facility Document and (y) if to a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any Facility Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to all Lenders and the Lenders without any amendment toBorrower, or further action or consent of any other party to, this Agreement or any other Facility Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement proposed amendment from Lenders comprising the Controlling Majority Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, 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 Majority Lenders have delivered to the Administrative Agent written notice that such Majority Lenders accept such amendment. No replacement of LIBO Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. (ii) 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. (iii) The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) 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 3.03, 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 3.03. (iv) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) any Interest Election Request that requests the conversion of any Borrowing of Revolving Loans to, or continuation of any Borrowing of Revolving Loans as, a Eurodollar Borrowing shall be ineffective and (B) if any Borrowing Request requests a Eurodollar Borrowing of Revolving Loans, such Borrowing shall be made as an ABR Borrowing.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), if a Term SOFRupon the occurrence of 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, then (x) if a the applicable Benchmark Replacement is determined in accordance with clause (1) of will, Agent and Administrative Borrower may amend this Agreement to replace the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such then-current Benchmark for all purposes hereunder and or under any Facility Loan Document in respect of such Benchmark setting and subsequent Benchmark settings settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Loan Document; provided that this clause (B) shall not be effective unless the Agent has delivered to the Lenders and (y) if the Borrowers a Term SOFR Notice. For the avoidance of doubt, the Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.with a Benchmark Replacement is determined in accordance Replacement. Any such amendment with clause (2) of the definition of “respect to a Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any Facility Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Agent has posted such Benchmark Replacement is provided proposed amendment to the all affected Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document and Administrative Borrower so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Controlling Majority Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 3.13.3 will occur prior to the applicable Benchmark Transition Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Basic Document” for purposes , upon the occurrence of this Section), if a Benchmark Transition Event or an Early Opt- in Election, as applicable, the Administrative Agent and its related Benchmark Replacement Date have occurred prior the Borrower may amend this Agreement to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if replace Term SOFR with a Benchmark Replacement is determined in accordance Replacement. Any such amendment with clause (1) 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 Facility 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 Facility Document and (y) if to a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any Facility Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has provided such Benchmark Replacement is provided proposed amendment to all Lenders and the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Borrower so long as the Facility Administrative Agent has not received, by such time, written notice of objection (which determination shall be made in good faith) to such amendment from Lenders constituting a majority of each class of Lenders (“Benchmark Transition Objection Notice”). Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders constituting a majority of each class of Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept (which determination shall be made in good faith) such amendment (the “Early Opt-in Consent”). Notwithstanding the foregoing, the Administrative Agent shall not be required to seek any Benchmark Transition Objection Notice or any Early Opt- in Consent from any Lender (and no Lender shall have any right to consent or object to any Benchmark Replacement) to the extent the Administrative Agent has elected to make or consented or not objected to the making of such amendments for comparable U.S. dollar denominated credit facilities. No replacement of Term SOFR with a Benchmark Replacement from Lenders comprising pursuant to this Section titled “Effect of Benchmark Transition Event” will occur prior to the Controlling Lendersapplicable Benchmark Transition Start Date. If there is a Benchmark Transition Event or an Early Opt-In Election, until such time as a Benchmark Replacement has been determined pursuant to this Section 2.19, Term SOFR shall be replaced with the Base Rate.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), 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 relevant then-current Benchmark, then (x) if a the relevant Benchmark Replacement is determined in accordance with clause (1i)(a) of the definition of "Benchmark Replacement" for such Benchmark Replacement Date, such Benchmark Replacement will replace the relevant Benchmark for all purposes hereunder and under any Loan Document in respect of such relevant Benchmark setting and subsequent applicable relevant Benchmark settings without any amendment to, or further action or consent (subject to clause (y) below) of any other party to, this Agreement or any other Loan Document and (y) if the relevant Benchmark Replacement is determined in accordance with either clause (i)(b) or clause (ii), as applicable, of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such relevant Benchmark Replacement will replace such the relevant Benchmark for all purposes hereunder and under any Facility 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 Facility 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 all purposes hereunder and under any Facility Document in respect of any relevant 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 relevant Benchmark Replacement is provided to the Lenders Banks without any amendment to, or further action or consent of any other party to, 270134563 this Agreement or any other Facility Loan Document so long as the Facility Agent has not received, by such time, written notice of objection to such relevant Benchmark Replacement from Lenders Banks comprising the Controlling LendersMajority Banks. If the relevant Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Loan Document (and any swap agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this SectionSection 3.7), if ifupon the occurrence of 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 of, Administrative Agent may amend this Agreement to replace the then-current Benchmark, then (x) if with a Benchmark Replacement 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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (23) 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 Facility Loan Document in respect of any Benchmark setting at or after 5:00 p.m.. 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 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 Facility Document Loan DocumentAdministrative Agent has posted such proposed amendment to all affected Lenders and Borrower so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Controlling Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 3.7 will occur prior to the applicable Benchmark Transition Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document Loan Document, , upon the occurrence of (i) Notwithstanding anything to the contrary herein or in any other Loan Document, (and any agreement executed in connection with an interest rate hedge Swap Contract shall be deemed not to be a “Facility Loan Document” for purposes of this SectionSection 1.10(a), ) if a Benchmark Transition Event or, an Early Opt-in Election as applicable, the Agent and the Lead Borrower may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment will become effective or an Other Benchmark Rate 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (a)(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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2a)(3) or clause (c) 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 Facility Loan Document in respect of any Benchmark setting 9656966v810314033v12 at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Agent has posted such proposed to all and the Lead Borrower 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 Facility Loan Document so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling LendersRequired Lenders of each Class. If an Unadjusted Benchmark Replacement Rate is SOFR Average, all interest payments will be on a monthly basis. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR 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, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Agent has delivered to the Lenders and the Lead Borrower a Term SOFR Notice. For the avoidance of doubt, the Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its reasonable discretion (after consultation with the Lead Borrower).

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document Loan Document: (a) On March 5, 2021, the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight, 1-week, 1-month, 2-month, 3-month, 6-month and any agreement executed in connection with an interest rate hedge shall be deemed not 12-month LIBOR tenor settings. On the earliest of (i) the date that all Available Tenors of LIBOR have permanently or indefinitely ceased to be a “Facility Document” for purposes provided by IBA or have been announced by the FCA pursuant to public statement or publication of this Section)information to be no longer representative, if a Benchmark Transition Event (ii) June 30, 2023, and its related Benchmark Replacement (iii) the Early Opt-in Effective Date have occurred prior to the Reference Time in respect of any setting of a SOFR Early Opt-in, if the then-current BenchmarkBenchmark is LIBOR, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Facility each other Loan Document in respect of any setting of such Benchmark setting on such day and all subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Facility Document and Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. (i) Upon (x) the occurrence of a Benchmark Transition Event or (y) if a Benchmark Replacement is determined in accordance with determination by the Administrative Agent that neither of the alternatives under clause (21) of the definition of “Benchmark Replacement” for such Benchmark Replacement Dateare available, such the Benchmark Replacement will replace such the then-current Benchmark for all purposes hereunder and under any Facility each other 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 Credit Agreement or any other Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling LendersRequired Lenders (and any such objection shall be conclusive and binding absent manifest error); provided that solely in the event that the then-current Benchmark at the time of such Benchmark Transition Event is not a SOFR-based rate, the Benchmark Replacement therefor shall be determined in accordance with clause (1) of the definition of “Benchmark Replacement” unless the Administrative Agent determines that neither of such alternative rates is available. (ii) On the Early Opt-in Effective Date in respect of an Other Rate Early Opt-in, the Benchmark Replacement will replace LIBOR for all purposes hereunder and under each other Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document. (c) At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrowers may revoke any Request for Borrowing, Conversion Notice or Rollover Notice of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers will be deemed to have converted any such request into a Request for Borrowing of or Conversion Notice to Alternate Base Rate Loans. During the period referenced in the foregoing sentence, the component of Alternate Base Rate based on the Benchmark will not be used in any determination of Alternate Base Rate. (d) In connection with the implementation and administration 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 Credit Agreement. (e) The Administrative Agent will promptly notify the Borrowers and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent pursuant to this Section 4.8, 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 sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 4.8. (f) At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Document” for purposes of this Section), if upon the occurrence ofif a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event or, to the extent BNP Paribas' Individual Lender Maximum Funding Amount is at least 50% of the Maximum Facility Amount, Early Opt-in Election will become effective at 5:00 p.m.and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such USActive 54953942.1755479929.4-70- Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility 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 Facility Document and (y) if a Benchmark Replacement is determined in accordance with clause (23) 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 Facility 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 Administrative Agent has posted such proposed amendment to all Lenders, the Borrower, the Servicer, the Equityholder and the Collateral Agentdate 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 Facility Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark amendmentBenchmark Replacement from Lenders comprising the Controlling Majority Lenders. So long as BNP Paribas' Individual Lender Maximum Funding Amount is less than 50% of the Maximum Facility Amount, any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Majority Lenders have delivered to the Administrative Agent written notice that such Majority Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement pursuant to this Section 2.18 will occur prior to the applicable Benchmark Transition Start Date.

Benchmark Replacement. (1) Notwithstanding anything to the contrary herein or in any other Facility Program Document (and any agreement executed in connection with an interest rate hedge shall be deemed not but subject to be a “Facility Document” for purposes of this Section)Section 12(d) below, 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 BenchmarkBenchmark is LIBOR, then notwithstanding anything to the contrary herein or in any other Program Document, on the earlier of (xi) if a Benchmark Replacement is determined the date that LIBOR has either permanently or indefinitely ceased to be provided by IBA or has been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Effective Date, such the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility Program Document in respect of any setting of such Benchmark setting on such day and all subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this to the Agreement or any other Facility Document and (y) if a Benchmark Replacement is determined in accordance with clause Program Document. (2) If the then-current Benchmark is a rate other than LIBOR, upon the occurrence of a Benchmark Transition Event, the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such the then-current Benchmark for all purposes hereunder and under any Facility Program 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 Buyer and Seller without any amendment to, or further action or consent of any other party to, this the Agreement or any other Facility Program Document so long as the Facility Calculation Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising Buyer or Seller. At any time that the Controlling Lendersadministrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, Seller may revoke any request for a Transaction to be made or continued that would bear interest by reference to such Benchmark until Seller’s receipt of notice from the Calculation Agent that a Benchmark Replacement has replaced such Benchmark.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Transaction Document” for purposes of this Section), if a Term SOFR upon the occurrence of 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such applicable Benchmark Replacement will replace such the then-current Benchmark for all purposes hereunder and or under any Facility Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document and (y) if a Benchmark Replacement is determined in accordance with Transaction Document; provided that this clause (2B) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Loan Parties a Term SOFR Notice. For the avoidance of doubtwith respect to any Benchmark, the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR and the Borrower may amend this Agreement to replace such Benchmark for all purposes hereunder with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition USActive 56057294.10 Event and under any Facility Document may elect or not elect to do so in respect of any Benchmark setting its sole discretion.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 Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to all affected Lenders and the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Borrower so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders holding greater than 50% of the aggregate Commitments then in effect. No replacement of a Benchmark with a Benchmark Replacement from Lenders comprising pursuant to this Section 12.20 will occur prior to the Controlling Lendersapplicable Benchmark Transition Start Date.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), if a Benchmark the USD LIBOR Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkAdjusted Eurodollar Rate for Dollars, then (x) if a Benchmark Replacement is determined in accordance with clause (1b)(1) or (b)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such the then-current Benchmark with respect to Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars for all purposes hereunder and under any Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2b)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility 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 Facility Loan Document so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. (B) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the 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 3.5(c)(i)(B) will occur prior to the applicable Benchmark Transition Start Date. (C) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark consisting of a Daily Simple RFR (including a Daily Simple RFR implemented as a Benchmark Replacement pursuant to Section 3.5(c)(i)(A) or Section 3.5(c)(i)(B)) for the applicable Currency, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the applicable Currency 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; provided that this clause (C) shall not be effective unless the Agent has delivered to the Lenders and the Administrative Borrower a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or not elect to do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Document” for purposes of this Section)herein, if upon the occurrence ofif a Benchmark Transition Event or an Early Opt-in Election, as applicable, with respect to the Eurocurrency Rate for any Available Currency, the Agent and the Company may amend this Agreement to replace the Eurocurrency Rate for such Available Currency with a Benchmark Replacement for such Available Currency; and any such amendment with respect to a Benchmark Transition Event will become effective atand its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement 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 Facility 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 Facility Document and (y) if a Benchmark Replacement is determined in accordance with clause (23) 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 Facility 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 Agent hasdate notice of such Benchmark Replacement is provided to such proposedto the Lenders without any amendment toto all Lenders and the Company,, or further action or consent of any other party to, this Agreement or any other Facility Document so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark amendmentBenchmark Replacement from Lenders comprising the Controlling Required Lenders.. Any such amendment with respect to an Early Opt-in Election with respect to any Available Currency will become effective on the date that Lender comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders accept such amendment. No replacement of the Eurocurrency Rate with a Benchmark Replacement pursuant to this Section shall occur prior to the applicable Benchmark Transition Start Date. Jabil Credit Agreement47 52

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes , upon the occurrence of this Section), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related Benchmark Replacement Date have occurred prior the Borrower may amend this Agreement to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if replace LIBOR with a Benchmark Replacement is determined in accordance Replacement. Any such amendment with clause (1) 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 Facility 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 Facility Document and (y) if to a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any Facility Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has posted such Benchmark Replacement is provided proposed amendment to all Lenders and the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Borrower so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising the Controlling Required Dollar Lenders, the Required DDTL Lenders and the Required Euro Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Dollar Lenders, the Required DDTL Lenders and the Required Euro Lenders have delivered to the Administrative Agent written notice that such Lenders accept such amendment. No replacement of LIBOR with a Benchmark Replacement DB1/ 113327194.13 pursuant to this Section 3.03(c) will occur prior to the applicable Benchmark Transition Start Date. (ii) 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. (iii) The Administrative Agent will promptly notify the Borrower and the Lenders of (A) 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, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) 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 3.03(c), 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 3.03(c). (iv) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) in the case of Dollar Term Loans or Delayed Draw Loans, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein, and (B) in the case of Euro Term Loans, (x) the Administrative Agent and the Borrower, with the agreement of the Required Euro Lenders, may establish an alternative interest rate for the Euro Term Loans, and (y) if the Administrative Agent, the Borrower and the Required Euro Lenders are unable to agree on such an alternative rate of interest, the Administrative Agent, with the consent of the Required Euro Lenders, may establish an alternative interest rate for the Euro Term Loans. Such alternative rate of interest as determined in accordance with subclause (B) above shall apply with respect to the Euro Term Loans until the earlier of (1) the replacement of LIBOR for the Euro Term Loans with a Benchmark Replacement pursuant to this Section 3.03(c), (2) the Required Euro Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Euro Loans (in which case the Required Euro Lenders shall determine an appropriate alternative rate of interest in accordance with clause (y) above) and (3) any Euro Term Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Euro Term Lender or its applicable Lending Office to make, maintain or fund Euro Term Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material DB1/ 113327194.13 restrictions on the authority of such Euro Term Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof, and in the case of subclause (3), the Borrower shall prepay all Euro Term Loans and all accrued interest thereon at the end of the then current Interest Period for such Euro Term Loans.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Loan Document (and any agreement executed in connection with an interest rate hedge Hedge Agreement shall be deemed not to be a “Facility Loan Document” for purposes of this SectionSection 2.13(c)) if, if upon the occurrence of 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 of, the Agent and the Company may amend this Agreement to replace the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (a)(2) of the definition of ““ with a Benchmark Replacement” for for. Any such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2a)(3) 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 Facility Loan Document in inamendment with respect of any anyto a Benchmark setting settingTransition 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 Agents without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Loan DocumentAgent has posted such proposed amendment to all affected Lenders and the Company so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Controlling Required Lenders. If an Unadjusted No replacement of a Benchmark with a Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Basic Document” for purposes , upon the occurrence of this Section), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and its related Benchmark Replacement Date have occurred prior the Borrower may amend this Agreement to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if replace LIBOR with a Benchmark Replacement is determined in accordance Replacement. Any such amendment with clause (1) 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 Facility 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 Facility Document and (y) if to a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement Transition Event will replace such Benchmark for all purposes hereunder and under any Facility Document in respect of any Benchmark setting become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of Administrative Agent has provided such Benchmark Replacement is provided proposed amendment to all Lenders and the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document Borrower so long as the Facility Administrative Agent has not received, by such time, written notice of objection (which determination shall be made in good faith) to such amendment from Lenders constituting a majority of each class of Lenders (“Benchmark Transition Objection Notice”). Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders constituting a majority of each class of Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept (which determination shall be made in good faith) such amendment (the “Early Opt-in Consent”). Notwithstanding the foregoing, the Administrative Agent shall not be required to seek any Benchmark Transition Objection Notice or any Early Opt-in Consent from any Lender (and no Lender shall have any right to consent or object to any Benchmark Replacement) to the extent the Administrative Agent has elected to make or consented or not objected to the making of such amendments for comparable U.S. dollar denominated credit facilities. No replacement of LIBOR with a Benchmark Replacement from Lenders comprising pursuant to this Section titled “Effect of Benchmark Transition Event” will occur prior to the Controlling Lendersapplicable Benchmark Transition Start Date. If there is a Benchmark Transition Event or an Early Opt-In Election, until such time as a Benchmark Replacement has been determined pursuant to this Section 2.19, LIBOR shall be replaced with the Base Rate.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Transaction Document” for purposes of this Section), if a Benchmark Transition Event and hasand its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (xxA) if a Benchmark Replacement is determined in accordance with clause (1) or 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 Facility Transaction Document in respect of such Benchmark setting and subsequent Benchmark 745381243 05109795751949792 05109795 settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Transaction Document and (yB) 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 all purposes hereunder and under any Facility Transaction Document in respect of any such 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 and subsequent Benchmark Replacement is provided to the Lenders settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Transaction 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 all purposes hereunder and under any Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time)Eastern Time on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Purchasers without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document so long as the Facility Agent Administrator has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders Purchaser Agents comprising the Controlling LendersMajority Purchaser Agents.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), if upon the occurrence ofif a Benchmark Transition Event or, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurodollar Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement 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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (23) 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 Facility 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 Administrative Agent has posted such proposed amendment to all Lenders and the Borrowerdate 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark amendment from Lenders 168 comprising Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date thatBenchmark Replacement from Lenders comprising the Controlling LendersRequired Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the Eurodollar Rate with a Benchmark Replacement pursuant to Sections 3.03(b) through 3.03(e) will occur prior to the applicable Benchmark Transition Start Date.. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR 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, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. the Administrative Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Term SOFR Transition Event and may do so in its sole discretion. (d) (c)

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), if a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (a)(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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2a)(3) or clause (c) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR 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, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred for a Currency prior to the Reference Time in respect of any setting of the then-a then current BenchmarkBenchmark for such Currency, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (a)(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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2a)(3) or (b) 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 Facility Loan Document in respect of any such 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling LendersRequired Lenders of each affected Class. If (i) a Benchmark Replacement Date has occurred with respect to the Benchmark applicable to Dollars and the applicable Benchmark Replacement on such Benchmark Replacement Date for such Benchmark is a Benchmark Replacement other than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, (x) the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in Dollars, and (y) the Borrower requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement, and (iii) following such request from the Borrower, the Administrative Agent determines (in good faith and 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 written notice that from and after a date identified in such notice: (i) a Benchmark Replacement Date 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 (a)(1) of the definition of “Benchmark Replacement” under this Section 2.13; provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement (for purposes of this proviso, such Benchmark Replacement Adjustment shall be the Benchmark Replacement Adjustment which was established in accordance with the definition of “Benchmark Replacement Adjustment” on the date determined in accordance with clause (1) or (2), as applicable, of the definition of “Benchmark Replacement Date”), 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) applicable to Dollars, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. 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 (f) of this Section 2.13.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Facility Loan Document (and any agreement executed in connection with an interest rate hedge Interest Rate Hedge shall be deemed not to be a “Facility Loan Document” for purposes of this SectionSection titled “Benchmark Replacement Setting”), if a Benchmark Transition Event and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark for any Currency, then (x) if a Benchmark Replacement 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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (23) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. (B) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark consisting of a Daily Simple RFR for the applicable Currency, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the applicable Currency 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; provided that this clause (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrowing Agent a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or not elect to do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Loan Document (and any agreement executed in connection with an interest rate hedge Derivatives Contract shall be deemed not to be a “Facility Loan Document” for purposes of this SectionSection 4.2(b)) if, if upon the occurrence of a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in with respect of ofto any setting of the then-current Benchmark, then (x) if ifthe Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement is determined in accordance with clause (1a)(1) or (a)(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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2a)(3) or clause (c) 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 Facility Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) ). Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the 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 Facility Document Loan DocumentAdministrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Controlling Requisite Class Lenders. If an UnadjustedNo replacement of a Benchmark with a Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basispursuant to this Section 4.2(b)(i)(A) will occur prior to the applicable Benchmark Transition Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document Loan Document: (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Document” for purposes a) [Reserved]. (i) Upon the occurrence of this Section), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of Dollars, the Benchmark Replacement will replace the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Dollar Benchmark for all purposes hereunder and under any Facility 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 Facility 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 all purposes hereunder and under any Facility Loan Document in respect of any Dollar Benchmark setting at or after 5:00 p.m. (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 Facility Loan Document so long as the Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders (and any such objection shall be conclusive and binding absent manifest error). (c) At any time that the administrator of the then-current Dollar Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrowers’ Agent 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 receipt of notice by Borrowers’ Agent from the Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers’ Agent will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers’ Agent or the Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to the Borrowers’ Agent) that the Borrowers’ Agent or the Required Lenders (as applicable) have determined that a Benchmark Transition Event has occurred with respect to the applicable Benchmark for any Agreement Currency (other than Dollars), then, reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrowers’ Agent may amend this Agreement solely for the purpose of replacing the Benchmark for such currency in accordance with this Section 5.7 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternate benchmark rate giving due consideration to any evolving or then prevailing market convention for similar credit facilities syndicated and agented in the United States and denominated in the applicable currency for such alternative benchmark and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then prevailing market convention for similar credit facilities syndicated and agented in the United States and denominated in the applicable currency for such Benchmark, each of which adjustments or methods for calculating such adjustments shall be published on one or more information services as selected by the Agent from time to time in its reasonable discretion and may be periodically updated (any such proposed rate, an “Alternative Currency Benchmark Replacement”), and any such amendment shall become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders constituting the Required Lenders have delivered to the Agent written notice that such Required Lenders object to such amendment. Such Alternative Currency Benchmark Replacement for the applicable currency shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Agent, such Alternative Currency Benchmark Replacement shall be applied in a manner as otherwise reasonably determined by the Agent. (e) If no Alternative Currency Benchmark Replacement has been determined for the applicable currency and the circumstances under Section 5.7(d) above exist, the Agent shall promptly so notify the Borrowers’ Agent and each Lender. Thereafter, the obligation of the Lenders to make or maintain Term ▇▇▇▇▇ Loans, EURIBOR Loans or Bank Bill Rate Loans (or ▇▇▇▇▇ Rate Loans, if applicable) in such currency, as applicable, shall be suspended (to the extent of the affected Types of Loans or Interest Periods or Term ▇▇▇▇▇ Interest Periods). Upon receipt of such notice (i) any Notice of Continuation/Conversion that requests the conversion of any applicable Loan to, or continuation of any such Loan as, a Term ▇▇▇▇▇ Loan, a EURIBOR Loan or a Bank Bill Rate Loan, as applicable, in such currency shall be ineffective and any such Loan shall be prepaid in full, together with interest accrued thereon, on the last day of the Interest Period or Term ▇▇▇▇▇ Interest Period with respect thereto and (ii) if any Notice of Borrowing requests a Term ▇▇▇▇▇ Loan, a EURIBOR Loan, a Bank Bill Rate Loan or a ▇▇▇▇▇ Rate Loan, as applicable, in such currency, such loan shall not be made; provided that with respect to clause (i) above, if any Borrower is required to so prepay any such Loans, then concurrently with such prepayment, such Borrower shall borrow from the applicable Lenders (other than any ROW Swingline Lender or European Swingline Lender, as applicable), in the Equivalent Amount in Dollars of such repayment, a Base Rate Loan denominated in Dollars bearing interest based on the Base Rate. Upon receipt of such notice, the Borrowers may revoke any affected Notice of Borrowing or Notice of Continuation/Conversion then submitted by them. (f) In connection with the implementation and administration of a Benchmark Replacement or Alternative Currency Benchmark Replacement, the 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. (g) The Agent will promptly notify the Borrowers’ Agent and the Lenders of (i) the implementation of any Benchmark Replacement or Alternative Currency Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 5.7, 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 5.7. (h) At any time (including in connection with the implementation of a Benchmark Replacement or Alternative Currency Benchmark Replacement), (i) if any then-current Benchmark is a term rate (including Term SOFR, EURIBOR, Term ▇▇▇▇▇ or the Bank Bill Rate), then the Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) the Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.

Benchmark Replacement. Notwithstanding anything to (a) If the contrary herein or Lender has determined in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Document” for purposes of this Section), if its sole discretion that 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, then the Lender will replace such Benchmark with a Benchmark Replacement. (b) In the case of the replacement of a Benchmark, the Lender may add a spread adjustment selected by the Lender, taking into consideration any selection or recommendation of a replacement rate by any relevant agency or authority, and evolving or prevailing market practice. In connection with the selection and implementation of any such replacement rate, the Lender may make any technical, administrative or operational changes that the Lender decides may be appropriate to reflect the adoption and implementation of such replacement rate. (c) 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 any then-current Benchmark is a term rate and either (x) if 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 Lender in its reasonable discretion or (y) the regulatory supervisor for the administrator of such Benchmark Replacement has provided a public statement or publication of information announcing that any tenor for such Benchmark is determined in accordance with clause (1) of or will be no longer representative, then the Lender may modify the definition of “Interest Period” (or similar or analogous definition) for any Benchmark settings 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 (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility 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 Facility Document and (y) if is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark Replacement is determined in accordance with clause (2) of including a Benchmark Replacement), then the Lender may modify the definition of “Benchmark ReplacementInterest Period” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark (or similar or analogous definition) for all purposes hereunder and under any Facility Document in respect of any Benchmark setting settings 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 time to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document so long as the Facility Agent has not received, by reinstate such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Lenders.previously removed tenor

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document Loan Document: (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Document” for purposes a) [Reserved.] (b) Upon the occurrence of this Section), if a Benchmark Transition Event and its related Event, the Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of will replace the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Facility 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 Facility 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 all purposes hereunder and under any Facility Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided by the Administrative Agent (acting at the direction of the Required Lenders) to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders (and any such objection shall be conclusive and binding absent manifest error). (c) At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, 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 (acting at the direction of the Required Lenders) 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 Base Rate Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate. (d) In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent (acting at the direction of the Required Lenders) will have the right to make Benchmark Replacement Conforming Changes from time to time and, subject to

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Transaction Document (and any agreement executed in connection with an interest rate hedge Eligible Interest Rate Cap shall be deemed not to be a “Facility Transaction Document” for purposes of this SectionSection 2.8), if ifupon the occurrence of 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 Administrative Agent and the Transferor (with the consent of the Managing Agents, which consent shall not be unreasonably withheld) may amend this Agreement to replace the then-current Benchmark, then (x) if with a Benchmark Replacement 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 Facility Transaction 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 Facility Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (23) 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 Facility Transaction Document in respect of any Benchmark setting setting. Any such amendment with respect to a 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 providedAdministrative Agent has posted such proposed amendment to ▇▇▇▇▇▇ affected Series 2017-VFN Noteholders and the Lenders Transferor without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Transaction Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacementamendment from the Series 2017-VFN Majority Holders. (ii) Notwithstanding anything to the contrary herein or in any other Transaction Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related No replacement of a Benchmark with a Benchmark Replacement from Lenders comprising Date have occurredpursuant to this Section 2.8 will occur prior to the Controlling LendersReference Time in respect of any setting of the then-current Benchmark, then Term SOFR will replace the then-current Benchmark for all purposes hereunder or under any Transaction 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 Transaction Document; provided, that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Series 2017-VFN Noteholders and the Transferor a Term SOFR Noticeapplicable Benchmark Transition Start Date.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Transaction Document” for purposes of this Section), 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, then (x) if a Benchmark Replacement 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 Facility Transaction 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 Facility Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (23) 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 Facility Transaction 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 Facility Transaction Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Controlling Required Lenders. (ii) Notwithstanding anything to the contrary herein or in any other Transaction Document and subject to the proviso below in this Section 12.18(a)(ii), if a Term SOFR 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, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Transaction 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 Transaction Document; provided that this Section 12.18(a)(ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. [Investcorp] Loan and Security Agreement

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Document Loan Document, upon the occurrence of (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Document” for purposes of this Section), if i)if a Benchmark Transition Event or (ii) an Early Opt in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the Adjusted LIBO Rate with a Benchmark Replacement, by a written document executed by the Borrower and the Administrative Agent, subject to the requirements of this Section 2.23. Notwithstanding the requirements of Section 10.02 or anything else to the contrary herein or in and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 Facility Document Loan Document, and (yxy) if any such amendment with respect toif a Benchmark Replacement Transition Event will become effective and binding upon the Administrative Agent, the Obligors and the Lenders atReplacement is determined in accordance with clause (2b) 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 Facility Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (p.m., New York City time) time on the fifth (5th) Business Day after the date Administrative Agent has posted such proposed amendment to all Lenders and the Borrowerdate 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark amendmentBenchmark Replacement from Lenders comprising the Controlling Required Lenders; provided that, if such Benchmark Replacement includes Term SOFR, then the Required Lenders shall be deemed to have accepted such Benchmark Replacement and shall only have the right to object to. If the Benchmark Replacement Adjustment and (y) any such amendment with respect to an Early Opt in Election will become effective and binding upon the Administrative Agent, the Obligors and the Lenders 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 the Adjusted LIBO Rate with a Benchmark Replacement pursuant to this Section 2.23 will occur prior to the applicable Benchmark Transition Start ▇▇▇▇.▇▇ Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Facility Loan Document (and any agreement executed in connection with an interest rate hedge Hedge Agreement shall be deemed not to be a “Facility Loan Document” for purposes of this SectionSection 10.6(b), ) 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 Facility Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2b) 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 Facility 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (i) the Controlling LendersRequired Initial Revolving Lenders in the case of a Benchmark Replacement with respect to the Initial Revolving Loans or Initial Revolving Loan Commitments, (ii) the Required Term D Lenders in the case of a Benchmark Replacement to the Term D Loans or, (iii) the Required Term E Lenders in the case of a Benchmark Replacement to the Term E Loans or (iv) the Required Term F Lenders in the case of a Benchmark Replacement to the Term F Loans.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Facility Document (and any agreement executed in connection with an interest rate hedge shall be deemed not to be a “Facility Loan Document” for purposes of this Section), if upon the occurrence ofif a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amendand its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Facility 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 to replace the Screen Rate withor any other Facility Loan Document and (y) if a Benchmark Replacement Replacement. Any such amendment with is determined in accordance with clause (2b) 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 Facility Loan Document in respect of to aof any Benchmark setting Transition Event will become effectivesetting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date Administrative Agent has posted such proposed amendment to all Lenders and the Borrowerdate 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 Facility Loan Document so long as the Facility Administrative Agent has not received, by such time, written notice of objection to such Benchmark amendmentBenchmark Replacement from Lenders comprising the Controlling Required Lenders. Any such amendment with respect to an Early Opt-in Election If the Benchmark Replacement is Daily Simple SOFR, all interest payments 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 amendmentbe payable on a quarterly basis. (ii) No replacement of the Screen Rate with a Benchmark Replacement pursuant to these provisions will occur prior to the applicable Benchmark Transition Start Dateswap agreement shall be deemed to be a “Loan Document” for purposes of this Section 2.16.