Common use of Benchmark Replacement Clause in Contracts

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for a Currency, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basis.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a "Loan Document, " for purposes of this Section 3.03) if a Benchmark Transition Event Event, or 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 for a CurrencyBenchmark, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (aa)(1) or (a)(2) of the definition of “"Benchmark Replacement” " for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Document and (iiy) if a Benchmark Replacement is determined in accordance with paragraph clause (a)(3) or clause (c) of the definition of “"Benchmark Replacement” " for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the an Unadjusted Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will be payable 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 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 Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Loan Document in respect of such Currency 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 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 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 Borrower without any amendment to, or further action or consent of any other party to, to this Credit Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) Borrower. For the avoidance of doubt, in the case event Administrative Agent receives a written notice of a objection to such Benchmark Replacement for Dollarsfrom Borrower pursuant to the immediately preceding sentence, Administrative Agent and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower 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 Required Lenders, Loans shall be converted to Prime Rate Loans as of the fifth (B5th) in Business Day after the case date notice of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the such Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisprovided to Borrower.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan Document” for purposes of this Section titled “Benchmark Replacement Setting”), 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-then current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If (Ai) in the case of a Benchmark Replacement for Dollars, Date has occurred and the Required Lenders, (B) in the case of applicable Benchmark Replacement on such Benchmark Replacement Date is a Benchmark Replacement for any Agreed Foreign Currencyother than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Required Multicurrency Lenders. If Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR and the Borrower requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from the Borrower, the Administrative Agent determines (in its sole discretion) that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may (in its sole discretion) provide the Borrower and 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 (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 based upon Daily Simple SOFR unable to be determined in accordance with clause (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 avoidance of doubt, 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 clauses (1) or Daily Compounded ▇▇▇▇▇(2), as applicable, of the definition of “Benchmark Replacement Date” hereunder) 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, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all interest payments will be payable on a monthly basisapplicable provisions set forth in this Section titled “Benchmark Replacement Setting” 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 titled “Benchmark Replacement Setting.”.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be a “Loan Document” for purposes of this Section titled “Benchmark Replacement Setting”), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for a any Currency, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (iiA) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (B) 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 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 Loan Document so long as the Administrative Agent has not received, by such time, written notice from Lenders comprising the Required Lenders of objection to such Benchmark Replacement from Lenders comprising (Ai) in the case of with respect to a Benchmark Replacement for Dollarsdetermined in accordance with clause (2) of the definition of “Benchmark Replacement”, the Required Lenders, related Benchmark Replacement Adjustment and (Bii) in the case of with respect to a Benchmark Replacement for any Agreed Foreign Currencydetermined in accordance with clause (3) of the definition of “Benchmark Replacement”, the Required Multicurrency Lenders. If the such Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisReplacement.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be a “Loan Document” for purposes of this Section 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 for a Currencyany currency, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, (B) if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the case 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 Agreed Foreign CurrencyLoan 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 Borrowing Agent a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR Administrative Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and may elect or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisnot elect to do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Financing Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(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 Financing Document in respect of such Currency 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 Financing Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(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 Loan 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 is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Financing Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders. Notwithstanding anything to the contrary herein or in any other Financing Document, (B) in the case of 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 Agreed Foreign CurrencyFinancing 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 Financing Document; provided that this second sentence of this clause (a) 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 Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple Administrative Agent shall not be required to deliver a Term SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on Notice after a monthly basisTerm SOFR Transition Event and may do so in its sole discretion.

Benchmark Replacement. Notwithstanding Solely to the extent set forth in clause (g) below with respect to Term Loans denominated in Dollars and RC Facility Loans denominated in an Agreed Currency, notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or, solely with respect to Initial Term Loans denominated in Dollars, an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (iii) if a Benchmark Replacement is determined in accordance with paragraph clause (cx)(a),(x)(b) or (y)(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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings (solely with respect to the Term Loans denominated in Dollars, or the RC Facility, as the case may be) without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (ii) if a Benchmark Replacement is determined in accordance with clause (x)(c) or (y)(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 Loan Document in respect of any Benchmark setting (solely with respect to the Term Loans denominated in Dollars, or the RC Facility, as the case may be) at or after 5:00 p.m. (p.m., New York City time) , on the fifth (5th) Business Day after the date on which notice of such Benchmark Replacement is provided to the Term Lenders (in the case of the Term Loans denominated in Dollars) or the RC Facility Lenders (in the case of the RC Facility) without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Term Lenders comprising a Majority in Interest of the Term Lenders of each Class (A) in the case of the Term Loans denominated in Dollars) or a Benchmark Replacement for Dollars, Majority in Interest of the Required Lenders, RC Facility Lenders (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisRC Facility).

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Documentherein, 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-current Benchmark for a Currencysuch currency, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement 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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. Solely with respect of Advances denominated in Dollars, if (Ai) in the case of a Benchmark Replacement for Dollars, Date has occurred and the Required Lenders, (B) in the case of applicable Benchmark Replacement on such Benchmark Replacement Date is a Benchmark Replacement for any Agreed Foreign Currencyother than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Required Multicurrency Lenders. If Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR and the Company requests that the Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from the Company, the Agent determines (in its sole discretion) that such forward looking term rate is administratively feasible for the Agent, then the Agent may (in its sole discretion) provide the Company 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 (1) of the definition of “Benchmark Replacement” under this Section 2.18; provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is based upon Daily Simple SOFR unable to be determined in accordance with clause (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 avoidance of doubt, 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 clauses (1) or Daily Compounded ▇▇▇▇▇(2), as applicable, of the definition of “Benchmark Replacement Date” hereunder) 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 in respect of any Benchmark setting and any subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all interest payments will be payable on a monthly basisapplicable provisions set forth in this Section 2.18 shall apply with respect to such election of the 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 clause (b) of this Section 2.18.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan DocumentDocument 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, Agent and Borrower Representative may amend this Agreement to replace the then-current Benchmark for a CurrencyBenchmark, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (aa)(i) or (a)(ii) of the definition of ““ with a Benchmark Replacement” for for. Any such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Document and (iiy) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any 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 without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document DocumentAgent has posted such proposed amendment to all affected Lenders and Borrower Representative so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a Currencycurrentany Benchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2a) 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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and 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 (3b) 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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Majority Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will be payable on a monthly quarterly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Documentherein, 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, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark for a CurrencyBenchmark, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement 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 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 Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document AgreementAdministrative 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 Benchmark Replacement Replacementamendment from Lenders comprising (A) in the case Required Lenders. No replacement of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of with a Benchmark Replacement for any Agreed Foreign Currency, pursuant to this Section will occur prior to the Required Multicurrency Lenders. If the applicable Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisTransition Start Date.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if upon the occurrence of a Benchmark Transition Event Event, the Administrative Agent and its related Benchmark Replacement Date have occurred prior the Borrower may amend this Agreement to any setting of replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective for a Currency, then any Benchmark Replacement (i)(x) if other than a Benchmark Replacement for the Term SOFR Reference Rate that is determined in accordance with paragraph clause (a) of the definition of “Benchmark Replacement” ”), 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 the Lenders comprising, with respect to Revolving Loans, the Required Revolving Lenders, or with respect to Term Loans, the Required Term Lenders; provided that for such the Benchmark Replacement Datethat is determined in accordance with clause (a) of the definition of “Benchmark Replacement”, such Benchmark Replacement will replace such Benchmark on the Term SOFR Reference Rate applicable Benchmark Replacement Date for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if .. No replacement of a Benchmark with a Benchmark Replacement is determined in accordance with paragraph (cpursuant to this Section 2.12(c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided occur prior to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such applicable Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency LendersTransition Start Date. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will be payable on a monthly quarterly basis. (ii) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes (in consultation with the Borrower) 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 Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) 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 2.12(c)(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 2.12(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 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 2.12(c). (iv) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. (v) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (1) the Borrower may revoke any pending request for a 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, and (2) any outstanding affected SOFR Loans will be deemed to have been converted to ABR Loans at the end of the applicable Interest Period. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document, ” for purposes of this Section 3.03(c)) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Majority Lenders. If the an Unadjusted Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will be payable on a monthly quarterly 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 (a) If the contrary herein or in any other Loan Document, if Issuer determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting determination of the Benchmark on any date, the Benchmark Replacement determined by the Issuer will replace the then-current Benchmark for a Currency, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document relating to the Notes in respect of such Benchmark setting determination on such date and all such determinations on all subsequent Benchmark settingdates. Notwithstanding the foregoing, or (y) if a the initial Benchmark Replacement is any rate other than Term SOFR and the Issuer later determines that Term SOFR can be determined, Term SOFR will become the new Unadjusted Benchmark Replacement and will, together with a new Benchmark Replacement Adjustment for Term SOFR, replace the then-current Benchmark on the next Benchmark Determination Date for Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph SOFR. (b) In connection with the implementation of the definition of “a Benchmark Replacement” for such , the Issuer will have the right to make Benchmark Replacement Date, such Benchmark Replacement will replace Conforming Changes from time to time. Promptly following the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case determination of a Benchmark Replacement for Dollarsor the making of any Benchmark Replacement Conforming Changes, the Required LendersIssuer will notify the Indenture Trustee and the Servicer, (B) in and will provide to the case of a Servicer the relevant information regarding the Benchmark Replacement for any Agreed Foreign CurrencyReplacement, the Required Multicurrency Lenders. If Unadjusted Benchmark Replacement, the Benchmark Replacement is based Adjustment and any such Benchmark Replacement Conforming Changes for inclusion in the Investor Report for the related Collection Period. Notwithstanding anything in this Indenture or the other Basic Documents to the contrary, upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇the delivery of such notice and the inclusion of such information in an Investor Report, all interest payments this Indenture and any other relevant Basic Document will be payable on a monthly basisdeemed to have been amended to reflect such Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and Benchmark Replacement Conforming Changes without further compliance with the provisions of Article Nine of this Indenture or the amendment provisions of any other relevant Basic Document.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any 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 Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If (Ai) in the case of a Benchmark Replacement Date has occurred for Dollars, Base LIBOR and the Required Lenders, (B) in the case of applicable Benchmark Replacement on such Benchmark Replacement Date for Base LIBOR is a Benchmark Replacement for any Agreed Foreign Currencyother than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Required Multicurrency Lenders. If Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in Dollars and the Borrower requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from the Borrower, the Administrative Agent determines (in its sole discretion after consultation with the Borrower) that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may (in its sole discretion after consultation with the Borrower) provide the Borrower 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 (1) of the definition of “Benchmark Replacement”; provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is based upon Daily Simple SOFR unable to be determined in accordance with clause (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 avoidance of doubt, 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 Daily Compounded ▇▇▇▇▇(2), as applicable, of the definition of “Benchmark Replacement Date” hereunder) 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, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all interest payments will be payable on a monthly basisapplicable provisions set forth in this Section 6.2 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 the provisions set forth in Sections 6.2(b) and 6.2(f).

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan Document” for purposes of this Section titled “Benchmark Replacement Setting”), 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 relevant then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided by the Administrative Agent to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then then, (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (a1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in connection with a Benchmark Transition Event, such Benchmark Replacement will replace the Term SOFR Reference Rate such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Transaction Document and (iiy) if a Benchmark Replacement is determined in accordance with paragraph clause (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, or in connection with an Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan 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 Borrower without any amendment toto this Agreement or any other Transaction Document, or further action or consent of any other party tothe Borrower, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Borrower. (Ai) in the case of If (i) a Benchmark Replacement for Dollars, Date has occurred and the Required Lenders, (B) in the case of applicable Benchmark Replacement on such Benchmark Replacement Date is a Benchmark Replacement for any Agreed Foreign Currencyother than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Required Multicurrency Lenders. If Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR and the Borrower requests that the Lender 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 Lender determines (in its sole discretion) that such forward looking term rate is administratively feasible for the Lender, then the Lender may (in its sole discretion) provide the Borrower 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 (1) of the definition of “Benchmark Replacement” under this Section 12.24; provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is based upon Daily Simple SOFR unable to be determined in accordance with clause (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 avoidance of doubt, 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 clauses (1) or Daily Compounded ▇▇▇▇▇(2), as applicable, of the definition of “Benchmark Replacement Date” hereunder) 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 Transaction Document in respect of any Benchmark setting and any subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all interest payments will be payable on a monthly basisapplicable provisions set forth in this Section 12.24 shall apply with respect to such election of the Lender 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 12.24.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.17(b)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(xi) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Document and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (B) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this clause (B), 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 (A) in shall not be effective unless the case of Administrative Agent has delivered to the Lenders and Borrower a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple Term SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisNotice.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, Document if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a Currencyany Benchmark, then (i)(xA) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (a) 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 the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, 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 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 (iiB) if a Benchmark Replacement is determined in accordance with paragraph clause (cb) 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 such Currency for all purposes hereunder and under any 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 Loan Document Document) so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency LendersLenders . If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will 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 the (A) any occurrence of a Benchmark Transition Event, (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 Section 2.14(b)(iv) below and (E) 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(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 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(b). (iv) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if any then-current Benchmark is a term rate and either (x) 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 (y) 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, 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 (B) if a tenor that was removed pursuant to clause (A) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) 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, (A) 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 (B) 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 the Alternate 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 the Alternate Base Rate.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Derivatives Contract shall be deemed not to be a “Loan Document, ” for purposes of this Section 4.2.(b)) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Requisite Lenders, . (B) Notwithstanding anything to the contrary herein or in the case of 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 Agreed Foreign CurrencyLoan 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 Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisnot elect to do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) the Required Lenders of each Class affected thereby. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the case of 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 Dollarsall 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 sentence 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 Required Lenders, (B) Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisits sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if a Benchmark Transition Event Event, an Other Benchmark Rate Election or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (aa)(1) or (a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace the Term SOFR Reference Rate such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Transaction Document and (iiy) if a Benchmark Replacement is determined in accordance with paragraph clause (a)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan 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 Purchaser without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document. 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 so long as the Administrative Agent has not received, by such time, written notice in respect of objection to such Benchmark Replacement from Lenders comprising (A) in 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 paragraph shall not be effective unless the case Purchaser has delivered to the Seller Parties a Term SOFR Notice. For the avoidance of a Benchmark Replacement for Dollarsdoubt, the Required Lenders, (B) Purchaser 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 the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisits sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Documentherein, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement 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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. Solely with respect to Advances denominated in Dollars, if (Ai) in the case of a Benchmark Replacement for Dollars, Date has occurred and the Required Lenders, (B) in the case of applicable Benchmark Replacement on such Benchmark Replacement Date is a Benchmark Replacement for any Agreed Foreign Currencyother than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Required Multicurrency Lenders. If Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR and the Company requests that the Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from the Company, the Agent determines (in its sole discretion) that such forward looking term rate is administratively feasible for the Agent, then the Agent may (in its sole discretion) provide the Borrowers 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, and the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance with clause (1) of the definition of “Benchmark Replacement” under this Section 2.21; provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is based upon Daily Simple SOFR unable to be determined in accordance with clause (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 avoidance of doubt, 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 clauses (1) or Daily Compounded ▇▇▇▇▇(2), as applicable, of the definition of “Benchmark Replacement Date” hereunder) 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 in respect of any Benchmark setting and any subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all interest payments will be payable on a monthly basisapplicable provisions set forth in this Section 2.21 shall apply with respect to such election of the 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 2.21.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in the Other Documents, if the Agent determines that (and any other Loan agreement executed in connection with an Interest Rate Hedge shall be deemed not to be an “Other Document” for purposes of this Section 3.8.2), if a Benchmark Transition Event or, an Early Opt-in Event has occurred, the Agent and the Borrower may amend this Agreement to replace the LIBOR Rate with a Benchmark Replacement; and any such amendment will become effective at 5:00 p.m.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-then current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Other Document in respect of such Currency 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 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 Loan 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 Agent hasdate notice of such Benchmark Replacement is provided to such proposedto the Lenders without any amendment toto all Lenders,, or further action or consent of any other party to, this Agreement or any other Loan Other Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark amendmentBenchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If Until the Benchmark Replacement is effective, each advance, conversion and renewal of a LIBOR Rate Loan will continue to bear interest with reference to the LIBOR Rate; provided, however, during a Benchmark Unavailability Period (i) any pending selection of, conversion to or renewal of a LIBOR Rate Loan that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of a Domestic Rate Loan, (ii) all outstanding LIBOR Rate Loans shall automatically be converted to Domestic Rate Loans at the expiration of the existing Interest Period (or sooner, if Agent cannot continue to lawfully maintain such affected LIBOR Rate Loan) and (iii) the component of the Alternate Base Rate based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments the LIBOR Rate will not be payable on a monthly basisused in any determination of the Alternate Base Rate.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section titled “Benchmark Replacement Setting”), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii1) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (2) if a Benchmark Replacement is determined in accordance with clause (a)(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 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 Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, . (B) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the case of 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 Agreed Foreign CurrencyLoan 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 Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple Administrative Agent shall not be required to deliver a Term SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on Notice after a monthly basisTerm SOFR Transition Event and may do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document, ” for purposes of this Section 3.03(b)) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred for a currency prior to the Reference Time in respect of any setting of the a then-current Benchmark for a Currencysuch currency, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(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 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 Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If (Ai) in the case of a Benchmark Replacement Date has occurred for Dollars, USD LIBOR and the Required Lenders, (B) in the case of applicable Benchmark Replacement on such Benchmark Replacement Date for USD LIBOR is a Benchmark Replacement for any Agreed Foreign Currencyother than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Required Multicurrency Lenders. If Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in Dollars and the Borrower requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from the Borrower, the Administrative Agent determines (in its sole discretion) that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may (in its sole discretion) provide the Borrower and 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 and 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 3.07(b); provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is based upon Daily Simple SOFR 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 avoidance of doubt, 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 clauses (1) or Daily Compounded ▇▇▇▇▇(2), as applicable, of the definition of “Benchmark Replacement Date” hereunder) 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, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all interest payments will be payable on a monthly basisapplicable provisions set forth in this Section titled “Benchmark Replacement Setting” 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 (a)(1) of the definition of “Benchmark Replacement”, including, without limitation, the provisions set forth in clause (ii) and (vi) of this Section 3.07(b).

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section titled “Benchmark Replacement Setting”), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case Lenders of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basiseach Class.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca) 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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and with respect to Revolving Loans, 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 (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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will be payable on a monthly quarterly basis. (ii) No Hedge Agreement shall be deemed to be a “Loan Document” for purposes of this Section 2.25 (Benchmark Replacement Setting).

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if if: (i) (A) a Benchmark Transition Event or, as the case may be, an Early Opt-in Election and its related (B) a Benchmark Replacement Date with respect thereto have occurred prior to the Reference Time in connection with any setting of the then-current Benchmark for a CurrencyBenchmark, then then: (i)(x1) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (ai)(1) or (i)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate then-current Benchmark for all purposes hereunder under this Agreement and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settingsettings without requiring any amendment to, or requiring any further action by or consent of any other party to, this Agreement or any other Loan Document (y2) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph clause (bi)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate then-current Benchmark for all purposes hereunder under this Agreement and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without requiring any amendment to, or requiring any further action by or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each Class; or (ii) (A) in a Benchmark Transition Event or, as the case of a Benchmark Replacement for Dollarsmay be, the Required Lenders, (B) an Early Opt-in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If Election and the Benchmark Replacement Date with respect thereto has already occurred prior to the Reference Time for any setting of the then-current Benchmark and as a result the then-current Benchmark is based upon Daily Simple SOFR being determined in accordance with clauses (i)(2) or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basis.(i)(3) of the definition of “Benchmark Replacement”; and

Benchmark Replacement. (a) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan 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 Loan Document so long as Credit Document. (b) Notwithstanding anything to the Administrative Agent has not receivedcontrary herein or in any other Credit Document, 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 from Lenders comprising Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document. (Ac) in The LC Issuer will promptly notify the case Guarantor of (1) any occurrence of a Benchmark Replacement for Dollars, the Required LendersTransition Event, (B2) in the case 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 Replacement 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 contrary 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 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 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 Agreed Foreign CurrencyBenchmark 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 Required Multicurrency Lenders. If 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 Benchmark Replacement is based upon Daily Simple SOFR composition or Daily Compounded ▇▇▇▇▇characteristics of any such alternative, all interest payments successor or replacement reference rate will be payable on a monthly basissimilar 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. Notwithstanding anything to the contrary herein or in theany Other DocumentsDocument (and any other Loan agreement executed in connection with an Interest Rate Hedge shall be deemed not to be an “Other Document” for purposes of this Section 3.8.2titled “Benchmark Replacement Setting”), if a Benchmark Transition Event Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its and related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the thenthen currentthen-current Benchmark for a CurrencyBenchmark, then (i)(xxA) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (a1) or of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate such Benchmark for all purposes hereunder and under any Loan Other Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Other Document and (iiB) if a Benchmark Replacement is determined in accordance with paragraph 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 Other Document in respect of such Currency 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 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 Loan 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 Loan Other Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basis.

Benchmark Replacement. (a) Notwithstanding anything to the contrary herein or in any other Loan Note Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for a Currency, then (i)(x) if a all purposes hereunder or under any Note Document in respect of such determination on such date and all determinations on all subsequent dates. If the Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (a1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date”, such Benchmark Replacement will replace become effective as of the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Time on the applicable Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, Date without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Indenture. If the Benchmark Replacement is determined in accordance with paragraph clause (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date”, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan 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 such Benchmark Replacement is provided to the Lenders Noteholders and the Trustee without any amendment to, or further action or consent of any other party to, this Agreement Indenture. (b) In connection with the implementation of a Benchmark Replacement, the Issuer 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 so long as Note Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Indenture; provided that the Administrative Agent has not received, by such time, Issuer shall give the Holders at least fifteen (15) Business Days’ advance written notice (with a copy to the Trustee) of objection any pending Benchmark Replacement Conforming Changes and the proposed date of the implementation thereof (the “Implementation Date”), and if the Required Noteholder Parties notify the Issuer in writing prior to the Implementation Date that they object to such Benchmark Replacement from Lenders comprising Conforming Changes, such Benchmark Replacement Conforming Changes shall not take effect, and the Required Noteholder Parties acting reasonably and the Issuer shall endeavor to identify alternative Benchmark Replacement Conforming Changes, which alternate Benchmark Replacement Conforming Changes shall take effect in accordance with this Section 2.17(b). (Ac) The Issuer will promptly notify in writing the case Holders (with a copy to the Trustee) of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement for DollarsDate, (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 Term SOFR pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. If the Required Noteholder Parties notify the Issuer in writing that they object to any determination or calculation relating to the foregoing, the Required LendersNoteholder Parties acting reasonably may make such determination or calculation. (d) Any determination, decision or election that may be made by the Required Noteholder Parties pursuant to this Section 2.17 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 reasonable discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.17. (Be) Notwithstanding anything to the contrary herein or in any other Note Document, at any time and with respect to any Interest Period, if the case Benchmark at such time is Term SOFR and Term SOFR for the applicable tenor is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Issuer, the Issuer may (i) modify the definition of “Interest Period” for all determinations of interest at or after such time to remove such unavailable tenor and (ii) if Term SOFR, as applicable, for the applicable tenor is displayed on such screen or information service after its removal pursuant to clause (i) above, modify the definition of “Interest Period” for all determinations of interest at or after such time to reinstate such previously removed tenor. (f) Upon the Holders’ and the Trustee’s receipt of notice of the commencement of a Benchmark Replacement for Unavailability Period, interest on the Notes shall accrue at the ABR plus the Applicable Margin. During any Agreed Foreign CurrencyBenchmark Unavailability Period, the Required Multicurrency Lenders. If the Benchmark Replacement is component of ABR based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments the LIBO Rate will not be payable on a monthly basisused in any determination of ABR.

Benchmark Replacement. (a) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1), (2) or (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan 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 Loan Credit Document. (b) Notwithstanding anything to the contrary herein or in any other Credit 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 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 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 Administrative 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 from Lenders comprising 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) in the case any occurrence of a Benchmark Replacement for DollarsTransition Event, the Required Lendersa Term SOFR Transition Event or an Early Opt-in Election, as applicable, (B) in the case 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 Replacement 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 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 contrary 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 Agreed Foreign CurrencyBenchmark 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) Without prejudice to any other provision of this Agreement or any other Credit Document, each of the Guarantor, each Subsidiary Account Party and the LC Issuer acknowledges and agrees for the benefit of the other party hereto: (a) the LIBO Rate (i) may be subject to methodological or other changes which could affect its value, (ii) may not comply with applicable laws and regulations (such as the Regulation (EU) 2016/1011 of the European Parliament and of the Council, as amended (EU Benchmarks Regulation)) and/or (ii) may be permanently discontinued; and (b) the occurrence of any of the aforementioned events and/or the implementation of an applicable successor LIBO Rate may have adverse consequences which may materially impact the economics of the financing transactions contemplated under this Agreement and the other Credit Documents. The LC Issuer does not warrant or accept any responsibility for, and shall not have any liability with respect to, the Required Multicurrency Lenders. If administration, submission or any other matter related to the LIBO Rate or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (A) any such alternative, successor or replacement rate implemented pursuant to Section 2.03, whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (B) the implementation of any Benchmark Replacement is based upon Daily Simple SOFR Conforming Changes pursuant to Section 2.03), including without limitation, whether the composition or Daily Compounded ▇▇▇▇▇characteristics of any such alternative, all interest payments successor or replacement reference rate will be payable on a monthly basissimilar to, or produce the same value or economic equivalence of, the Eurodollar Rate or have the same volume or liquidity as did the LIBO Rate prior to its discontinuance or unavailability.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, Document if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (iiA) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (a)(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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the an Unadjusted Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will be payable 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 (2) shall not be effective unless Administrative Agent has delivered to the Lenders and Lead Borrower a Term SOFR Notice. For the avoidance of doubt, 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. (A) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.17(b)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(xi) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (a) or (b) of the definition of “Benchmark Replacement” for ​ ​ ​ such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Document and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (B) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this clause (B), 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 (A) in shall not be effective unless the case of Administrative Agent has delivered to the Lenders and Borrower a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple Term SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisNotice.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of if a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrowers may amend this Credit Agreement to replace the LIBOR Rate with a Benchmark Replacement. 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 for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Datethen, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Loan Document in respect of such Currency 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 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 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 Borrowers so long as (x) the Borrowers have consented to such amendment in writing and (y)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 Loan Document Document, so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark amendmentBenchmark Replacement from the Lenders comprising (A) the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the case date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment and the Borrowers consent to such amendment. No replacement of the LIBOR Rate with a Benchmark Replacement for Dollars, pursuant to this Section 4.8 will occur prior to the Required Lenders, (B) in the case of a applicable Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisTransition Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Facility Document, 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 a , the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark for a CurrencyBenchmark, then (i)(xx) if with a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (a1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate or in connection with an Early Opt-in Election, such Benchmark Replacement will replace the Term SOFR Reference Rate such Benchmark for all purposes hereunder and under any Loan Facility Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Facility Document and (iiy) if a Benchmark Replacement is determined in accordance with paragraph clause (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate or in connection with an Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Facility 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 Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document Facility DocumentAdministrative 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 Benchmark Replacement Replacementamendment from Lenders comprising (A) in the case Required Lenders. No replacement of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of with a Benchmark Replacement for any Agreed Foreign Currency, pursuant to this Section 2.18(a) will occur prior to the Required Multicurrency Lenders. If the applicable Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisTransition Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if upon the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (a1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date in connection with a Benchmark Transition Event, such Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of such Benchmark setting and subsequent Benchmark settings without any amendment or further action or consent of any other party hereto, 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 may, with the consent of the Borrower, amend the terms of this Agreement to replace the then-current Benchmark with a Benchmark Replacement, with any such amendment to become effective as soon as practicable, upon notice to the Borrower, without any further action of the Borrower. No replacement of SOFR (or the then-current Benchmark) with a Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or pursuant to clause (y) if a above will occur prior to the earlier of (i) the applicable Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Date and (ii) if a Benchmark Replacement is determined in accordance with paragraph (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateTransition Event is a public statement or publication of information of a prospective event, the 180th day prior to the expected date of such Benchmark Replacement will replace event as of such Benchmark for public statement or publication of information (or if the expected date of such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at prospective event is fewer than 180 days after such statement or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after publication, the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, statement or further action or consent of any other party to, this Agreement or any other Loan Document so long as publication). The Borrower shall pay all reasonable and documented out-of-pocket costs (including reasonable and documented attorneys’ fees) incurred by the Administrative Agent has not receivedin connection with any amendment and related actions, by such timenegotiation, written notice documentation or enforcement of objection to such Benchmark Replacement from Lenders comprising (A) the terms hereof or any related matters contemplated in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisthis Section 3.03‎(b).

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein in this Agreement or in any other Loan Program Document, if a Benchmark Transition Event Event, and its related Benchmark Replacement Date have occurred with respect to any Benchmark prior to the Reference Time for any setting of the then-current Benchmark for a Currency, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Pricing Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” Determination Date for such Benchmark Replacement DateBenchmark, such the applicable Benchmark Replacement will replace the Term SOFR Reference Rate such Benchmark for all purposes hereunder and under this Agreement or under any Loan other Program Document in respect of such Benchmark setting and all settings on all subsequent Benchmark setting, or dates (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Program Document). Notwithstanding the foregoing, Buyer and Seller may at any time agree to amend and restate any Confirmation with respect to any Transaction to replace the related Benchmark with respect to such Transaction with the applicable Benchmark Replacement. (ii) if In connection with the implementation or administration of any Benchmark or Benchmark Replacement, in connection with any Benchmark Replacement Date or as a result of a Benchmark Unavailability Period, Buyer 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 paragraph (c) of the definition of “Benchmark Replacement” for any other Program Document, any amendments implementing such Benchmark Replacement Date, such Benchmark Replacement Conforming Changes will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders become effective without any amendment to, or further action or consent of Seller. (iii) During a Benchmark Unavailability Period, the component of the Pricing Rate based on the applicable Benchmark shall, during the continuance of such Benchmark Unavailability Period, be replaced with a Benchmark Replacement reasonably determined by Buyer. (iv) Buyer will promptly notify Seller of (a) any other party toBenchmark Replacement Date, (b) the effectiveness of any Benchmark Replacement Conforming Changes and (c) the effectiveness of any changes to the calculation of the Pricing Rate described in Article 3(f)(iii). For the avoidance of doubt, any notice required to be delivered by Buyer as set forth in this Agreement Article 3(f) may be provided, at the option of Buyer (in its sole discretion), in one or more notices and may be delivered together with, or as a part of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by Buyer pursuant to this Article 3(f), 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 Buyer’s sole discretion and without consent from Seller. (v) Buyer does not warrant or accept any responsibility for, and shall not have any liability with respect to (a) the administration, submission or any other Loan Document so long as matter related to SOFR or Term SOFR or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation any Benchmark Replacement implemented hereunder), (b) the Administrative Agent has not received, by such time, written notice composition or characteristics of objection to any such Benchmark Replacement, including whether it is similar to, or produces the same value or economic equivalence to SOFR or Term SOFR (or any other Benchmark) or have the same volume or liquidity as SOFR or Term SOFR (or any other Benchmark), (c) any actions or use of its discretion or other decisions or determinations made with respect to any matters covered by Article 3(f) or Article 3(i) including, without limitation, whether or not a Benchmark Transition Event has occurred, whether to declare a Benchmark Transition Event, the removal or lack thereof of unavailable or non-representative tenors of SOFR or Term SOFR (or any other Benchmark), the implementation or lack thereof of any Benchmark Replacement Conforming Changes, the delivery or non-delivery of any notices required by Article 3(f)(iv) or otherwise in accordance herewith, and (d) the effect of any of the foregoing provisions of Article 3(f) or Article 3(i). (vi) Other than with respect to Buyer’s obligations and determination standard expressly set forth herein with respect to Benchmark Replacement, Buyer does not warrant or accept responsibility for, and shall not have any liability to Seller hereunder or otherwise for, any loss, damage or claim arising from Lenders comprising or relating to (Ai) the administration of, submission of, calculation of or any other matter related to the Benchmark, any component definition thereof or rates referred to in the case definition thereof or any alternative, comparable or successor rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of a any such alternative, comparable or successor rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the then-current Benchmark, (ii) the effect, implementation or composition of any Benchmark Replacement for Dollars, Conforming Changes or (iii) any mismatch between the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If or the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded and any of Seller’s other financing instruments (including those that are intended as ▇▇▇▇▇, all interest payments will be payable on ▇). Buyer agrees to exercise its rights and remedies under this Section 3(f) in a monthly basismanner substantially similar to Buyer’s exercise of similar remedies in repurchase facility agreements with similarly situated customers where Buyer has a comparable contractual right.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, 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 Benchmark Adjusted Eurocurrency Rate for a CurrencyDollars, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (ab)(1) or (b)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace the Term SOFR Reference Rate 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 Loan Credit Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Credit Document and (iiy) if a Benchmark Replacement is determined in accordance with paragraph clause (cb)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan 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 Loan Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each Class. (AB) Notwithstanding anything to the contrary herein or in any other Credit Document, upon the case occurrence of a Benchmark Replacement for DollarsTransition 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, (B) in Lenders of the case 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 any the applicable Agreed Foreign Currency, then the Required Multicurrency Lenders. If the applicable Benchmark Replacement is based upon Daily Simple SOFR will replace such Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Credit Document in respect of such Benchmark for the applicable Agreed Currency setting and subsequent Benchmark settings, all interest payments will 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 payable on effective unless the Administrative Agent has delivered to the Lenders and the Borrower a monthly basisTerm 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 Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 4.8(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 inwith respect ofto any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(1) or (a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordancethe Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with clause (a)(3) of the definition of “a Benchmark Replacement” for. Any such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document inamendment with respect of anyto a Benchmark 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 providedAdministrative Agent has posted such proposed amendment to the ▇▇▇▇▇▇ affected Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document Documentand the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising the Required Lenders. (AB) Notwithstanding anything to the contrary herein or in the case any other Loan Document, if a Term SOFR Transition Event and its related No replacement of a Benchmark with a Benchmark Replacement Date have occurredpursuant to this Section 4.8(c)(i) will occur 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 Dollarsall purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, the Required Lenderswithout 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) in shall not be effective unless the case Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of a Benchmark Replacement for any Agreed Foreign Currencydoubt, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisnot elect to do so in its sole discretionTransition Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Documentherein, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement 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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. Solely with respect to Advances denominated in US Dollars, if (Ai) in the case of a Benchmark Replacement for Dollars, Date has occurred and the Required Lenders, (B) in the case of applicable Benchmark Replacement on such Benchmark Replacement Date is a Benchmark Replacement for any Agreed Foreign Currencyother than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Required Multicurrency Lenders. If Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR and the Company 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 Company, the Administrative Agent determines (in its sole discretion) that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may (in its sole discretion) provide the Borrowers 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, and the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance with clause (1) of the definition of “Benchmark Replacement” under this Section 2.17; provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is based upon Daily Simple SOFR unable to be determined in accordance with clause (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 avoidance of doubt, 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 clauses (1) or Daily Compounded ▇▇▇▇▇(2), as applicable, of the definition of “Benchmark Replacement Date” hereunder) 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 in respect of any Benchmark setting and any subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all interest payments will be payable on a monthly basisapplicable provisions set forth in this Section 2.17 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 2.17.

Benchmark Replacement. Notwithstanding anything to the contrary herein in this Agreement or in any other Loan Transaction Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes under this Agreement and under any Transaction Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition 741012885 21673258 ​ of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder under this Agreement and under any Loan 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 Administrative Agent and the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) the Majority Lenders. Notwithstanding anything to the contrary in this Agreement or in any Transaction Document, and subject to the case of proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement for DollarsDate have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the Required Lenders, (B) in the case of a applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Agreed Foreign CurrencyTransaction 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 Transaction Document; provided, that this paragraph shall not be effective unless the Required Multicurrency Lenders. If Administrative Agent has delivered to the Benchmark Replacement is based upon Daily Simple Lenders and the Borrower a Term SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisNotice.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in If any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior occurs after the date hereof with respect to any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Loan Document in respect of any setting of such Currency Benchmark on such day and all subsequent settings without any amendment to, or further action by or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, the applicable Benchmark will be replaced with the applicable Benchmark Replacement for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after on the later of (i) 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 (together, if applicable, with an amendment to this Agreement implementing such Benchmark Replacement and any applicable Benchmark Replacement Conforming Changes) or (ii) such other date as may be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, to this Agreement or any other Loan Document Document, so long as the Administrative Agent has not received, by such timetime (or, in the case of clause (ii) above, such time as may be specified by the Administrative Agent as a deadline to receive objections, but in any case, no less than five (5) Business Days after the date such notice is provided to the Lenders and the Borrower), written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case Required Lenders. At any time that the administrator of any 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 that a Benchmark Replacement for Dollarshas replaced such Benchmark, and, failing that, the Required Lenders, (B) Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans. During the period referenced in the case of a Benchmark Replacement for any Agreed Foreign Currencyforegoing sentence, the Required Multicurrency Lenderscomponent of ABR based upon the applicable Benchmark will not be used in any determination of ABR. If the Benchmark Replacement is based upon Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments in respect of such Loans will be payable on a monthly quarterly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, 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, the Agent and the Seller may amend this Agreement to replace the then-current Benchmark for a CurrencyBenchmark, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Transaction Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any. Any such amendment with respect to, or further action or consent of any other party to, this Agreement or any other 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 Loan Transaction Document in respect of any Benchmark setting at or after 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 Seller, Purchasers and the Purchaser Agents without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document Transaction DocumentAgent has posted such proposed amendment to all affected Purchaser Agents and the Seller so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacementamendment from Purchaser Agents comprising the Required Purchaser Agents.(b) Term SOFR Transition Event. 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 Benchmark Replacement from Lenders comprising 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 (Ab) shall not be effective unless the Agent has delivered to the Seller, the Purchasers and the Purchaser Agents a Term SOFR Notice. For the avoidance of doubt, the 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 the case its sole discretion. No replacement of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of with a Benchmark Replacement for any Agreed Foreign Currency, pursuant to this Section 4.5(a) will occur prior to the Required Multicurrency Lenders. If the applicable Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisTransition Start Date.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date shall have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2a) 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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3b) 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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written 4839-9354-3409 v.6 notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, (B) in the case of 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 Agreed Foreign CurrencyLoan 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 Required Multicurrency Lenders. If Administrative Agent has delivered to the Benchmark Replacement is based upon Daily Simple Lenders and the Borrower a Term SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisNotice.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Documents and (iiy) if a Benchmark Replacement is determined in accordance with paragraph clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document Documents so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders or from the Borrower. (ii) Notwithstanding anything to the contrary herein or in any other Loan Documents 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 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 Documents; 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. (iii) 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 Documents, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Documents. (iv) The Administrative Agent will promptly notify the Borrower and the Lenders of (1) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (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 (v) below and (5) 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 2.6(d) (Benchmark Replacement), 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 Documents, except, in each case, as expressly required pursuant to this Section 2.6(d) (Benchmark Replacement). (v) Notwithstanding anything to the contrary herein or in any other Loan Documents, at any time (including in connection with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in the case of a Benchmark Replacement for Dollars, the Required Lenders, its reasonable discretion or (B) in the case 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 Administrative Agent 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 (2) if a tenor that was removed pursuant to clause (1) above either (A) is subsequently displayed on a screen or information service for a Benchmark Replacement (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 any Agreed Foreign Currencya Benchmark (including a Benchmark Replacement), then the Required Multicurrency Lenders. If Administrative Agent may modify the definition of “Interest Period” for all Benchmark Replacement is based upon Daily Simple SOFR settings at or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisafter such time to reinstate such previously removed tenor.

Benchmark Replacement. Notwithstanding If at any time the Requisite Purchasers determine (which determination shall be final and conclusive absent manifest error) that (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary or (ii) a Benchmark Discontinuation Event has occurred, the Requisite Purchasers and the Company shall negotiate in good faith to establish an alternate replacement rate of interest to the Adjusted LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for bank loans in the United States, at such time as well as to the Requisite Purchasers’ ​ operational requirements, and Requisite Purchasers and the Company shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. If such replacement rate of interest as so determined would be less than zero, such rate shall be deemed to be zero. In order to account for the relationship of the replacement interest rate to the Adjusted LIBO Rate, additional spread adjustment and/or other adjustments may be taken into account in the replacement rate of interest to preserve the economic yield of the Purchasers in effect as of, and as contemplated on, the Additional Notes Closing Date (for the avoidance of doubt, subject to the consent of the Company (such consent not to be unreasonably withheld or delayed)).Notwithstanding anything to the contrary herein or in any other Loan Note Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca) 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 Note Document in respect of such Currency 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 Note Document and (y) if a Benchmark Replacement is determined in accordance with clause (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 Loan Note 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 Purchaser without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Note Document so long as the Administrative Collateral Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders Purchasers comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency LendersRequisite Purchasers. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Loan Document, 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 Benchmark Adjusted Eurocurrency Rate for a CurrencyDollars, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (ab)(1) or (b)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace the Term SOFR Reference Rate 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Document and (iiy) if a Benchmark Replacement is determined in accordance with paragraph clause (cb)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders (Awhich such notice shall note with specificity the particular provisions of the amendment to which such Lender objects). (B) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the case occurrence of a Benchmark Replacement for DollarsTransition Event with respect to any Benchmark, Agent and 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 Agent has posted such proposed amendment to all affected Lenders and Borrower so long as Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders, Lenders (B) in which such notice shall note with specificity the case particular provisions of the amendment to which such Lender objects). No replacement of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the with a Benchmark Replacement is based upon pursuant to this Section 2.18(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 SOFR RFR (including a Daily Simple RFR implemented as a Benchmark Replacement pursuant to Section 2.18(c)(i)(A) or Daily Compounded ▇▇▇▇▇Section 2.18(c)(i)(B)) for the applicable currency, then the applicable Benchmark Replacement will replace such Benchmark for all interest payments will 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 payable on effective unless Agent has delivered to the Lenders and Borrower a monthly basisTerm RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, 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 Loan Document, 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 for a CurrencyBenchmark, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (aa)(1) or (a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Document and (iiy) if a Benchmark Replacement is determined in accordance with paragraph clause (a)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such EXHIBIT 10.1 ANNEX A Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the an Unadjusted Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will be payable on a monthly quarterly 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 Parent 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. (a) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan 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 Loan Document so long as Credit Document. (b) Notwithstanding anything to the Administrative Agent has not receivedcontrary herein or in any other Credit Document, 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 from Lenders comprising Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document. (Ac) in The LC Issuer will promptly notify the case Guarantor of (1) any occurrence of a Benchmark Replacement for Dollars, the Required LendersTransition Event, (B2) in the case 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 Replacement 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 contrary 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 the Term SOFR Rate) and either (a) any tenor for any Agreed Foreign Currency, such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Required Multicurrency Lenders. If LC Issuer in its reasonable discretion or (b) the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded regulatory supervisor for the administrator of such ▇▇▇▇▇, all interest payments ▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be payable 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 nonrepresentative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (a) is subsequently displayed on a monthly basisscreen 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. On March 5, 2021 the Financial Conduct Authority and the regulatory supervisor of USD LIBOR’s administrator, announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12- month USD LIBOR tenor settings. Notwithstanding anything to the contrary herein or in any other Loan Document (and any Bank Product Agreement shall be deemed not to be a “Loan Document” for purposes of this Section titled “Benchmark Replacement Setting”), 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 for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basis.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 3.03(b)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, . (B) Notwithstanding anything to the contrary herein or in the case of 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 Agreed Foreign CurrencyLoan 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 Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisnot elect to do so in its sole discretion.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section titled “Benchmark Replacement Setting”), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii1x) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (2y) if a Benchmark Replacement is determined in accordance with clause (a)(iiib) 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 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 Loan Document so long as the Administrative Agent has not received, ny-2096649 v7 by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will be payable on a monthly basis. (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 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 do so in its sole discretion.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Basic Document (and any Hedging Agreement shall be deemed not to be a “Basic Document, ” for purposes of this Section 2.09) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(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 Basic Document in respect of such Currency 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 Basic Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(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 Loan Basic Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Basic Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders. (ii) Notwithstanding anything to the contrary herein or in any other Basic Document, (B) in the case of 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 Agreed Foreign CurrencyBasic 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 Basic 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 Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisnot elect to do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if the Administrative Agent determines that a Benchmark Transition Event or an Early Opt-in Event has occurred, the Administrative Agent and the Borrowers may amend this Agreement to replace Adjusted LIBOR or LMIR 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 for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Transaction Document in respect of such Currency 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 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 Loan 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 Administrative Agent has provided such proposed amendment to all Lenders,date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark amendmentBenchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Majority Lenders. If Until the Benchmark Replacement is based upon Daily Simple SOFR effective, each advance, conversion and renewal of a Loan bearing interest by reference to Adjusted LIBOR or Daily Compounded ▇▇▇▇▇LMIR will continue to bear interest with reference to Adjusted LIBOR or LMIR (as the case may be); provided, however, that during a Benchmark Unavailability Period (i) any pending selection of, conversion to or renewal of a Loan bearing interest by reference to Adjusted LIBOR or LMIR that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of the Base Rate with respect to such Loan, and such Loan shall bear interest by reference to the Base Rate (rather than by reference to Adjusted LIBOR or LMIR), and (ii) all outstanding Loans bearing interest payments will by reference to Adjusted LIBOR or LMIR shall automatically be payable on a monthly basisconverted to bear interest by reference to the Base Rate.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, 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, this Agreement may be amended to replace the then-current Benchmark for a CurrencyBenchmark, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Transaction Document in respect of such Currency 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 and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in each instance notwithstanding the requirements of Section 12.1 or anything else contained herein or in any other Transaction Document, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan 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 Loan Transaction Document so long as the Administrative Facility Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. by a written document executed by the Borrower, the Required Lenders and the Facility Agent (A) in with a copy to the case Calculation Agent), subject to the requirements of this Section 2.18. No replacement of the Term SOFR Reference Rate with a Benchmark Replacement for Dollars, pursuant to this Section 2.18 will occur prior to the Required Lenders, (B) in the case of a applicable Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisTransition Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for a Currency, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (a1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Document and (iiy) if a Benchmark Replacement is determined in accordance with paragraph clause (c2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New EasternNew York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (Ax) in the case of a Benchmark Replacement for Dollars, the Required Lenders, and, (By) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will be payable on a monthly quarterly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Facility Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ci) or (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 Document in respect of such Currency 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 (iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in each instance notwithstanding the requirements of Section 16.01 or anything else contained herein or in any other Facility Document, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan 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 Loan Facility Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders; provided that, (B) in the case of a Benchmark Replacement for at any Agreed Foreign Currency, the Required Multicurrency Lenders. If time the Benchmark Replacement is based upon Daily Simple has been determined other than in accordance with clause (i) of the definition of “Benchmark Replacement” due to the unavailability of Term SOFR or Daily Compounded ▇▇▇▇▇and Term SOFR becomes available such that the Benchmark Replacement could be determined in accordance with clause (i) of the definition of “Benchmark Replacement”, all interest payments will be payable on a monthly basis.the Administrative Agent and the Borrower each agree to cooperate in good faith to enter into amendments to this Agreement and the Facility Documents as applicable to implement such Benchmark Replacement pursuant to clause (i) of the definition of “Benchmark Replacement”..

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, ” for purposes of this Section 2.12(e)) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basis.

Benchmark Replacement. (a) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan 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 Loan Document so long as Credit Document. (b) Notwithstanding anything to the Administrative Agent has not receivedcontrary herein or in any other Credit Document, 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 from Lenders comprising Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document. (Ac) in The LC Issuer will promptly notify the case Guarantor of (1) any occurrence of a Benchmark Replacement for Dollars, the Required LendersTransition Event, (B2) in the case 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 Replacement 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 contrary 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 the Term SOFR Rate) and either (a) any tenor for any Agreed Foreign Currency, such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Required Multicurrency Lenders. If LC Issuer in its reasonable discretion or (b) the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded regulatory supervisor for the administrator of such ▇▇▇▇▇, all interest payments ▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be payable no longer representative, then the LC Issuer 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 monthly basisscreen 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” (or any similar or analogous definition) 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. (a) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if a Benchmark Transition Event and its related Benchmark Replacement 50 4143-0949-1521 Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Indenture or any other Transaction 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 Loan 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 Noteholders (with a copy to the Indenture Trustee and Paying Agent) without any amendment to, or further action or consent of any other party to, this Agreement Indenture or any other Loan Document so long as the Administrative Agent Issuer has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders Noteholders comprising the Required Noteholders. (Ab) in In connection with the case implementation of a Benchmark Replacement for DollarsReplacement, the Required LendersNoteholders will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Indenture or any other Transaction Document; provided that no such amendment may adversely affect the rights, duties, immunities, protections or indemnification rights of the Indenture Trustee, Paying Agent, Registrar, Depositary Bank or Securities Intermediary without its written consent. (Bc) in The Required Noteholders will promptly notify the case Issuer and the Noteholders (with a copy to the Indenture Trustee and the Paying Agent) of (i) any occurrence of a Benchmark Replacement Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by any Noteholder (or group of Noteholders) pursuant to this Section 5.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Indenture or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 5.13. (d) During any Benchmark Unavailability Period or at any time that a tenor for any Agreed Foreign Currencythe then-current Benchmark is not an Available Tenor but a Benchmark Transition Event with respect to such Benchmark has not occurred, the Required Multicurrency Lenders. If Class A Note Rate shall be determined by the Benchmark Replacement is based upon Daily Simple SOFR Calculation Agent by reference to the Alternative Rate and communicated to the Administrator and the Issuer, by facsimile or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basise-mail.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Documentherein, 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, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark for a CurrencyBenchmark, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement 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 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 Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document AgreementAdministrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent AMERICAS/2023601509.12023601509.4 37 has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising (A) in the case Required Lenders. No replacement of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of with a Benchmark Replacement for any Agreed Foreign Currency, pursuant to this Section will occur prior to the Required Multicurrency Lenders. If the applicable Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisTransition Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document” for the purposes of this Section 3.07), if a ▇▇▇▇▇ Benchmark Transition Event and its related ▇▇▇▇▇ Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for a Currency▇▇▇▇▇ Benchmark, then (i)(xx) if a ▇▇▇▇▇ Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (a) of the definition of “▇▇▇▇▇ Benchmark Replacement” for such ▇▇▇▇▇ Benchmark Replacement Date, such ▇▇▇▇▇ Benchmark Replacement will replace the Term SOFR Reference Rate such ▇▇▇▇▇ Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term setting and subsequent ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Document and (iiy) if a ▇▇▇▇▇ Benchmark Replacement is determined in accordance with paragraph clause (cb) of the definition of “▇▇▇▇▇ Benchmark Replacement” for such ▇▇▇▇▇ Benchmark Replacement Date, such ▇▇▇▇▇ Benchmark Replacement will replace such ▇▇▇▇▇ Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City 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 Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such ▇▇▇▇▇ Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, Majority Lenders under the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lendersapplicable Tranche. If the ▇▇▇▇▇ Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisthe last day of each Interest Period.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan Document, ” for purposes of this Section 2.07(b)) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, . (B) Notwithstanding anything to the contrary herein or in the case of 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 Agreed Foreign CurrencyLoan 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 Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisnot elect to do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Transaction Document (and any Hedge Agreement shall be deemed not to be a “Transaction Document” for purposes of this Section 1.7(c)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(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 Transaction Document in respect of such Currency 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 and (y) if a Benchmark Replacement is determined in accordance with clause (a)(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 Loan 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 Loan Transaction Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders. 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 (B) shall not be effective unless the Administrative Agent has delivered to the Lenders and Borrower a Term SOFR Notice. For the avoidance of doubt, other than as set forth in the case of a Benchmark Replacement for any Agreed Foreign CurrencySection 1.7(b) above, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisnot elect to do so in its sole discretion.

Benchmark Replacement. Notwithstanding Solely with respect to the Tranche A Revolving Facility and the SISO Term Facility, notwithstanding anything to the contrary herein or in any other Loan Document, if any event described in clause (b)(i) or (b)(ii) of this Section 2.17 has occurred, or 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 Benchmark for a Currencysuch currency under the Tranche A Revolving Facility or the SISO Term Facility, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(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 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 Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each Tranche. If (Ai) in the case of a Benchmark Replacement Date has occurred for Dollars, LIBOR with respect to Dollars and the Required Lenders, (B) in the case of applicable Benchmark Replacement on such Benchmark Replacement Date for LIBOR with respect to Dollars is a Benchmark Replacement for any Agreed Foreign Currencyother than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Required Multicurrency Lenders. If Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in Dollars and the Borrower requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from the Borrower, the Administrative Agent determines (in its sole discretion) that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may (in its sole discretion) provide the Borrower and 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 2.17(a); provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is based upon Daily Simple SOFR 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 avoidance of doubt, 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 clauses (1) or Daily Compounded ▇▇▇▇▇(2), as applicable, of the definition of “Benchmark Replacement Date” hereunder) 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, without any amendment to, or further action or consent of any other party to, this US-DOCS\123668313.8 Agreement or any other Loan Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all interest payments will be payable on a monthly basisapplicable provisions set forth in this Section 2.17(a) 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 (ii) and (vi) of this Section titled “Benchmark Replacement Setting.”

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2a) 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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and 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 (3b) 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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Majority Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will be payable on a monthly quarterly basis.

Benchmark Replacement. (a) Notwithstanding anything to the contrary herein or in any other Loan Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1), (2) or (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan 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 Loan Credit Document. (b) Notwithstanding anything to the contrary herein or in any other Credit 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 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 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 Administrative 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 from Lenders comprising 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) in the case any occurrence of a Benchmark Replacement for DollarsTransition Event, the Required Lendersa Term SOFR Transition Event or an Early Opt-in Election, as applicable, (B) in the case 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 Replacement 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 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 Credit Document, except, in each case, as expressly required pursuant to this Section 2.03. (e) Notwithstanding anything to the contrary 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 Agreed Foreign CurrencyBenchmark 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 Required Multicurrency Lenders. If 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 is based upon Daily Simple SOFR Conforming Changes), including without limitation, whether the composition or Daily Compounded ▇▇▇▇▇characteristics of any such alternative, all interest payments successor or replacement reference rate will be payable on a monthly basissimilar 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. (i) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 3.5), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (aa)(1) or (a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settingsettings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph clause (ba)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting on the date agreed to by the Lender and the Borrower. (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, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and ; provided that this clause (ii) if a Benchmark Replacement is determined in accordance with paragraph (c) of shall not be effective unless the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided Lender has delivered to the Lenders without any amendment to, or further action or consent Borrower a Term SOFR Notice. For the avoidance of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollarsdoubt, the Required Lenders, (B) Lender 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 the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisits sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the any then-current Benchmark for a CurrencyBenchmark, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (aa)(i) or (a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace the Term SOFR Reference Rate such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Transaction Document upon delivery by the Administrative Agent of notice pursuant to Section 2.26(c) hereunder and (iiy) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan 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 on which notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Transaction Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising holding greater than 50% of the aggregate Commitments then in effect (A) or, after the end of the Reinvestment Period, the Advances Outstanding). Notwithstanding anything to the contrary herein or in the case of 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 applicable then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for Dollarsall 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 upon delivery by the Administrative Agent of notice pursuant to Section 2.26(c) hereunder; provided that this paragraph 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 Required Lenders, (B) 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 the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisits sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if upon the occurrence ofif a Benchmark Transition Event Event, the Agent and the Borrower may amend this Agreement to replace and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for a Currencywith, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at is determined in accordance with paragraph clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph (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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (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 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 Agent has posted such proposeddate notice of such Benchmark Replacement is provided to the Lenders Banks without any amendment toto all affected Lenders and the Borrower, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark amendment from LendersBenchmark Replacement from Lenders Banks comprising (A) in the case Required Lenders. No replacement of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenderswith aBanks. If the Benchmark Replacement is based upon pursuant to this Section 8.02 will occur prior to the applicable Benchmark Transition Start Dateis Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Credit Document in respect of such Currency Benchmark setting and subsequent Benchmark settings, without any amendment or further action or consent of any other party hereto or to any other Credit 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 Loan Credit Document in respect of any Benchmark setting at or after 5:00 p.m. that occurs more than five (New York City time) on the fifth (5th5) Business Day Days after the date notice of such Benchmark Replacement is provided to the Lenders Lenders, without any amendment to, or further action or consent of any other party to, this Agreement hereto or to any other Loan Document Credit Document, so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (Aincluding reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the case negotiation or enforcement of the terms hereof or any related matters contemplated in this Section 2.07.10 (this “Section”). For purposes of this Section, any interest rate hedging agreement related to the loan evidenced hereby shall be excluded from the definition of a “Credit Document”. The parties hereto acknowledge that a Benchmark Transition Event has occurred with respect to LIBOR with the public announcements on March 5, 2021, by the ICE Benchmark Administration (IBA) and the U.K. Financial Conduct Authority (FCA), that the IBA will permanently cease to publish all remaining tenors of LIBOR on June 30, 2023, for which the related Benchmark Replacement for DollarsDate is anticipated to be June 30, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basis2023.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in theany Other Documents (and any other Loan agreement executed in connection with an Interest Rate Hedge shall be deemed not to be an “Other Document” for purposes of this Section titled “Benchmark Replacement Setting”3.8.2), if a Benchmark Transition Event has and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then then-current Benchmark for a CurrencyBenchmark, then (i)(xxA) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (a1) or of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate such Benchmark for all purposes hereunder and under any Loan Other Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Other Document and (iiB) if a Benchmark Replacement is determined in accordance with paragraph clause (c2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Other 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 Loan Other Document so long as and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the Administrative Agent has not received, by such time, written notice definition of objection to “Benchmark Replacement” for such Benchmark Replacement from Lenders comprising (A) in the case of a Date, such Benchmark Replacement will replace such Benchmark for Dollars, the Required Lenders, (B) all purposes hereunder and under any Other Document in the case respect of a any Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR setting at or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basis.after 5:00

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark the Dollar 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 Benchmark for a CurrencyDollar LIBOR, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (ab)(1) or (b)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement the Dollar LIBOR Transition Date, such Benchmark Replacement will replace the Term SOFR Reference Rate 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Document and (iiy) if a Benchmark Replacement is determined in accordance with paragraph clause (cb)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement the Dollar LIBOR Transition Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (AB) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the case occurrence of a Benchmark Replacement for DollarsTransition 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, (B) in the case . No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 4.8(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 4.8(c)(i)(A) or Section 4.8(c)(i)(B)) for any Agreed Foreign the applicable Currency, then the Required Multicurrency Lenders. If the applicable Benchmark Replacement is based upon Daily Simple SOFR will replace such Benchmark for all purposes hereunder or Daily Compounded ▇▇▇▇▇under any Loan Document in respect of such Benchmark for the applicable Currency setting and subsequent Benchmark settings, all interest payments will be payable on a monthly basis.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

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if ifupon 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 Administrator and the Seller may amend this Agreement to replace the then-current Benchmark for a CurrencyBenchmark, then (i)(xx) if with a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (aa)(1) or (a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate such Benchmark for all purposes hereunder and under any Loan Transaction Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Transaction Document and (iiy) if a Benchmark Replacement is determined in accordance with paragraph clause (a)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Transaction 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 Lenders Purchasers without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document Transaction DocumentAdministrator has posted such proposed amendment to all affected Purchasers and the Seller so long as the Administrative Agent Administrator has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded Purchaser A▇▇▇▇▇.▇▇ replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 4.6(a) will occur prior to the applicable Benchmark Transition Start Date. (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 interest payments will 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 payable on effective unless the Administrator has delivered to the Purchasers and the Seller a monthly basisTerm SOFR Notice. For the avoidance of doubt, the Administrator 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 Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for a CurrencyUS Benchmark, then (i)(xx) if a US Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (ai) of the definition of “US Benchmark Replacement” for such Benchmark Replacement Date, such US Benchmark Replacement will replace the Term SOFR Reference Rate such US Benchmark for all purposes hereunder and under any Loan Document in respect of such US Benchmark setting and subsequent US Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Document and (iiy) if a US Benchmark Replacement is determined in accordance with paragraph clause (cii) of the definition of “US Benchmark Replacement” for such Benchmark Replacement Date, such US Benchmark Replacement will replace such US Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any US 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 US Benchmark Replacement is provided to the Lender without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. If the US Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Canadian Benchmark, then (x) if a Canadian Benchmark Replacement is determined in accordance with clause (i) of the definition of “Canadian Benchmark Replacement” for such Benchmark Replacement Date, such Canadian Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Canadian Benchmark setting and subsequent Canadian Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Canadian Benchmark Replacement is determined in accordance with clause (ii) of the definition of “Canadian Benchmark Replacement” for such Canadian Benchmark Replacement Date, such Canadian Benchmark Replacement will replace such Canadian Benchmark for all purposes hereunder and under any Loan Document in respect of any Canadian Benchmark setting at or after 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date notice of such Canadian Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency LendersDocument. If the Canadian Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇C▇▇▇▇, all interest payments will be payable on a monthly basisthe last day of each Interest Period.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Transaction Document (and any Hedging Agreement shall be deemed not to be a “Transaction Document” for purposes of this Section 2.11), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(1) or (a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan other 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 Loan Transaction Document so long as and (y) if a Benchmark Replacement is determined in accordance with clause (a)(3) of the Administrative Agent has not received, by such time, written notice definition of objection to “Benchmark Replacement” for such Benchmark Replacement from Lenders comprising (A) in the case of a Date, such Benchmark Replacement will replace such Benchmark for Dollarsall purposes hereunder and under any other Transaction Document in respect of any Benchmark setting on the date agreed to by the Deal Agent and the Borrower. (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 other 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 Deal Agent has delivered to the Borrower a Term SOFR Notice. For the avoidance of doubt, the Required Lenders, (B) Deal 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 the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisits sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Facility Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ci) or (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 Document in respect of such Currency 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 (iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in each instance notwithstanding the requirements of Section 16.01 or anything else contained herein or in any other Facility Document, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan 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 Loan Facility Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders; provided that, (B) in the case of a Benchmark Replacement for at any Agreed Foreign Currency, the Required Multicurrency Lenders. If time the Benchmark Replacement is based upon Daily Simple has been determined other than in accordance with clause (i) of the definition of “Benchmark Replacement” due to the unavailability of Term SOFR or Daily Compounded ▇▇▇▇▇and Term SOFR becomes available such that the Benchmark Replacement could be determined in accordance with clause (i) of the definition of “Benchmark Replacement”, all interest payments will be payable on a monthly basisthe Administrative Agent and the Borrower each agree to cooperate in good faith to enter into amendments to this Agreement and the Facility Documents as applicable to implement such Benchmark Replacement pursuant to clause (i) of the definition of “Benchmark Replacement”.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.12(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 respect of any setting of the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark for a CurrencyBenchmark, then (i)(xx) if with a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (aa)(1) or (a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Document and (iiy) if a Benchmark Replacement is determined in accordance with paragraph clause (a)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) . 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 Loan Document DocumentAdministrative 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 Benchmark Replacement Replacementamendment from Lenders comprising (A) in the case Required Lenders. If an UnadjustedNo replacement of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of with a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will be payable on a monthly basisquarterly basispursuant to this Section 2.12(c)(i)(A) will occur prior to the applicable Benchmark Transition Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of (and any hedge agreement shall be deemed not to be a “Loan Document” for purposes of this Section 3.6(c)) if a Benchmark Transition Event Event, or an Early Opt-in Election, as applicable, the Agent and the Borrower may amend this Agreement to replace LIBO Rate with and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at is determined in accordance with paragraph clause (aa)(1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph (ca)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any 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 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 Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the Agent has posted such proposeddate notice of such Benchmark Replacement is provided to the affected Lenders without any amendment to all Lenders and the Borrower, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark amendmentBenchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) . Any such amendment with respect to an Early Opt-in Election will become effective on the case date that Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders accept such amendment. No replacement of the LIBO Rate with a If an Unadjusted Benchmark Replacement for any Agreed Foreign Currency, pursuant to this Section 3.6(b) will occur prior to the Required Multicurrency Lenders. If the applicable Benchmark Replacement is based upon Transition Start Dateis Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will be payable on a monthly quarterly basis.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if if: (i) (A) a Benchmark Transition Event or, as the case may be, an Early Opt-in Election and its related (B) a Benchmark Replacement Date with respect thereto have occurred prior to the Reference Time in connection with any setting of the then-current Benchmark for a CurrencyBenchmark, then then: (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (a1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate then-current Benchmark for all purposes hereunder under this Agreement and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settingsettings without requiring any amendment to, or requiring any further action by or consent of any other party to, this Agreement or any other Loan Document, and (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph clause (b3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate then-current Benchmark for all purposes hereunder under this Agreement and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without requiring any amendment to, or requiring any further action by or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders; or (ii) (A) in a Benchmark Transition Event or, as the case of a Benchmark Replacement for Dollarsmay be, the Required Lenders, (B) an Early Opt-in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If Election and the Benchmark Replacement Date with respect thereto has already occurred prior to the Reference Time for any setting of the then-current Benchmark and as a result the then-current Benchmark is based upon Daily Simple SOFR being determined in accordance with clauses (2) or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basis.(3) of the definition of “Benchmark Replacement”; and

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(3b) 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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, (B) in the case of if a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. Term SOFR Transition Event and its related If the Benchmark Replacement is based upon Daily Simple Date 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 and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or Daily Compounded further action or consent of any other party to, this Agreement or any other Loan Document; provided that this paragraph (b) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR ▇▇▇▇▇▇.▇▇ Daily Simple SOFR, all interest payments will be payable on a monthly quarterly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if (A) a Benchmark Transition Event and its related (B) a Benchmark Replacement Date with respect thereto have occurred prior to the Reference Time in connection with any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate then-current Benchmark for all purposes hereunder under this Agreement and under any Loan other Transaction Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without requiring any amendment to, or requiring any further action by or consent of any other party to, this Agreement or any other Loan Transaction Document, and . (ii) if Benchmark Replacement Conforming Changes. In connection with the implementation or administration of Term SOFR or a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement is determined in accordance with paragraph (c) of Conforming Changes from time to time and, notwithstanding anything to the definition of “Benchmark Replacement” for contrary herein or inany other Transaction Document, any amendments implementing such Benchmark Replacement Date, such Benchmark Replacement Conforming Changes will replace such Benchmark for such Currency for all purposes hereunder and under become effective without requiring any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action by or consent of any other party to, to this Agreement or any other Loan Transaction Document so long (other than as provided in the definition of Benchmark Replacement Conforming Changes). (iii) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify all the parties hereto in writing in advance (if feasible) of (i) any occurrence of (A) a Benchmark Transition Event and (B) the Benchmark Replacement Date with respect thereto, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent has not receivedpursuant to this Section 12.01(c), by such timeincluding any determination with respect to a tenor, written notice rate or adjustment or of objection the occurrence or non-occurrence of an event, circumstance or date and any decision to such Benchmark Replacement take or refrain from Lenders comprising (A) taking any action or any selection, will be conclusive and binding absent manifest error and may be made in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for Administrative Agent’s sole discretion and without consent from any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR other party to this Agreement or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisany other Transaction Document.

Benchmark Replacement. Notwithstanding anything to the contrary herein in this Agreement or in any other Loan DocumentTransaction Documentherein, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes under this Agreement and under any Transaction Documenthereunder in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (32) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder under this Agreement and under any Loan Document Transaction Documenthereunder 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 Administrative Agent and the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) the Majority Lenders. Notwithstanding anything to the contrary in this Agreement or in any Transaction Document, and subject to the case of proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement for DollarsDate have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the Required Lenders, (B) in the case of a applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Agreed Foreign CurrencyTransaction 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 Transaction Document; provided, that this paragraph shall not be effective unless the Required Multicurrency Lenders. If Administrative Agent has delivered to the Benchmark Replacement is based upon Daily Simple Lenders and the Borrower a Term SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisNotice.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Documentherein, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(xA) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (iiB) if a Benchmark Replacement is determined in accordance with paragraph clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders. (ii) Notwithstanding anything to the contrary herein and subject to the proviso below in this clause (ii), (B) solely with respect to Advances denominated in the case of Dollars, 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 in respect of such Benchmark setting and subsequent Benchmark settings, without any Agreed Foreign Currencyamendment to, or further action or consent of any other party to, this Agreement; provided that this clause (ii) shall not be effective unless the Administrative Agent has delivered to the Lenders and PMI a Term SOFR Notice. For the avoidance of doubt, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple Administrative Agent shall not be required to deliver a Term SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on Notice after a monthly basisTerm SOFR Transition Event and may do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Documentthe Other Documents, if the 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 any setting of the then-current Benchmark for a Currency, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement LIBOR Quoted Currency or any other Loan DocumentOptional Currency, as applicable, the Agent and (ii) if the Borrowers may amend this Agreement to replace the applicable LIBOR Rate with a Benchmark Replacement is determined in accordance with paragraph (c) of the definition of “Benchmark Replacement” for ; and any such Benchmark Replacement Date, such Benchmark Replacement amendment will replace such Benchmark for such Currency for all purposes hereunder and under any Loan 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 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 Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders. Until the applicable Benchmark Replacement with respect to any LIBOR Quoted Currency or any other Optional Currency, as applicable, is effective, each advance, conversion and renewal of a LIBOR Rate Loan with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, will continue to bear interest with reference to the applicable LIBOR Rate; provided, however, during a Benchmark Unavailability Period with respect to any LIBOR Quoted Currency or any other Optional Currency, as applicable, (Bi) any pending selection of, conversion to or renewal of a LIBOR Rate Loan with respect to any LIBOR Quoted Currency or any other Optional Currency, as applicable, that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of a Domestic Rate Loan in the case Dollar Equivalent amount of a Benchmark Replacement for any Agreed Foreign such Loan, (ii) all outstanding LIBOR Rate Loans with respect to such LIBOR Quoted Currency or such other Optional Currency, as applicable, shall automatically be converted to Domestic Rate Loans in the Required Multicurrency Lenders. If Dollar Equivalent amount of such Loan at the Benchmark Replacement is expiration of the existing Interest Period (or sooner, if Agent cannot continue to lawfully maintain such affected LIBOR Rate Loan) and, as applicable, (iii) the component of the Alternate Base Rate based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments the LIBOR Rate will not be payable on a monthly basisused in any determination of the Alternate Base Rate.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, 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, the Agent and the Borrower may amend this Agreement to replace the then-current Benchmark for a CurrencyBenchmark, then (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(1) or (a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any 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 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 Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will 62 replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after. 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 anyAgent has posted such proposed amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Lenders comprising (A) in the case Required Lenders. No replacement of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of with a Benchmark Replacement for any Agreed Foreign Currency, pursuant to this Section 3.8(i) will occur prior to the Required Multicurrency Lenders. If the applicable Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisTransition Start Date.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each Class. (Aii) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the case of 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 Dollarsall 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. For the avoidance of doubt, the Required Lenders, (B) Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisits sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Transaction Document, if the Administrator determines that a Benchmark Transition Event or an Early Opt-in Event has occurred with respect to CDOR, the Euro-Rate or LMIR, the Administrator and the Borrowers may amend this Agreement to replace CDOR, the Euro-Rate or LMIR with a Benchmark Replacement for U.S. Dollars or Canadian Dollars, as applicable; 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 for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan 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 Loan 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 on the fifth (5th) Business Day after the Administrator hasdate notice of such Benchmark Replacement is provided such proposedto the Lenders without any amendment to all Group Agents,, or further action or consent of any other party to, this Agreement or any other Transaction Document so long as the Administrative Agent Administrator has not received, by such time, written notice of objection to such amendmentBenchmark Replacement from Group Agents comprising the Majority Group Agents. Until the Benchmark Replacement from Lenders comprising with respect to CDOR, the Euro-Rate or LMIR, as applicable, is effective, each advance, conversion and renewal of a Loan will continue to bear interest with reference to CDOR, the Euro-Rate or LMIR, as applicable; provided, however, that during a Benchmark Unavailability Period (i) any pending selection of, conversion to or renewal of a Loan bearing interest by reference to CDOR, the Euro-Rate or LMIR that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of the Base Rate with respect to such Loan, and such Loan shall bear interest by reference to the Base Rate, and (ii) all outstanding Loans bearing interest by reference to CDOR, the Euro-Rate or LMIR shall automatically be (A) if in the case of a Benchmark Replacement for U.S. Dollars, converted to the Required LendersBase Rate at the expiration of the existing Interest Period (or sooner, if Administrator cannot continue to lawfully maintain such affected Loan under the Euro-Rate or LMIR) and (B) if in Canadian Dollars, converted to a Loan in U.S. Dollars under the Base Rate in the case U.S. Dollar Equivalent amount of a Benchmark Replacement for any Agreed Foreign Currencysuch Loan at the expiration of the existing Interest Period (or sooner, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisif Administrator cannot continue to lawfully maintain such affected Loan under CDOR).

Benchmark Replacement. (i) If at any time a Transaction is outstanding as a SOFR Transaction and Buyer has determined, in its sole but good faith discretion (which determination shall be conclusive and binding upon Seller absent manifest error) that a Benchmark Transition Event has occurred and the applicable SOFR Index has been succeeded by an Unadjusted Benchmark Replacement, then such Transaction shall be converted from a SOFR Transaction to a Benchmark Replacement Transaction in accordance with clause (vi) below. Buyer shall provide notice of the foregoing conversion to a Benchmark Replacement Transaction to Seller (which may be by electronic mail) at least one (1) U.S. Government Securities Business Day prior to the next succeeding Pricing Rate Determination Date. If such notice is given, such Transaction shall be converted, as of the Benchmark Replacement Date, to a Benchmark Replacement Transaction; provided that Buyer shall not give any such notice converting any Transaction to a Benchmark Replacement Transaction unless Buyer is also then converting the pricing rate or interest rate payable by substantially all of its similarly situated customers under similar repurchase and credit facilities to a pricing rate or interest rate based on such Benchmark Replacement. Notwithstanding any provision of this Agreement to the contrary, in no event shall Seller have the right to convert (1) a SOFR Transaction for which interest thereon accrues at a rate of interest based upon Term SOFR to a SOFR Transaction for which interest thereon accrues at a rate of interest based upon SOFR Average, (2) a SOFR Transaction to a Benchmark Replacement Transaction, or (3) to convert a Benchmark Replacement Transaction to a SOFR Transaction or a Base Rate Transaction. (ii) If at any time a Transaction is outstanding as a SOFR Transaction or Benchmark Replacement Transaction and Buyer has determined in its sole but good faith discretion that a Benchmark Transition Event and the related Benchmark Replacement Date has occurred (which determination shall be conclusive and binding upon Seller absent manifest error) and the applicable SOFR Index or the Unadjusted Benchmark Replacement, as applicable, has not been succeeded by an Unadjusted Benchmark Replacement or other index, as applicable (such occurrence, together with an occurrence described in the definition of “Term SOFR”, the commencement of a “Benchmark Unavailability Period”, which shall end at the time that Buyer provides notice, if applicable, pursuant to Section 3(f)(iii)), then Buyer shall give notice of such determination to Seller (which may be by electronic mail) at least one (1) U.S. Government Securities Business Day prior to the next succeeding Pricing Rate Determination Date. If such notice is given, such Transaction shall bear interest based on the Base Rate beginning on the first day of the Pricing Rate Period for which SOFR Index or the Unadjusted Benchmark Replacement, as applicable, was not available (and for each subsequent Pricing Rate Period until Buyer provides notice, if applicable, pursuant to Section 3(f)(iii)); provided that Buyer shall not give any such notice converting any Transaction to a Base Rate Transaction unless Buyer is also then converting the pricing rate or interest rate payable by substantially all of its similarly situated customers under similar repurchase and credit facilities to a pricing rate or interest rate based on the Base Rate. Notwithstanding any provision of this Agreement to the contrary, in no event shall Seller have the right to convert, (1) a SOFR Transaction for which interest thereon accrues at a rate of interest based upon Term SOFR to a SOFR Transaction for which interest thereon accrues at a rate of interest based upon SOFR Average, (2) a SOFR Transaction to a Base Rate Transaction (3) a Base Rate Transaction to a SOFR Transaction (4) a Benchmark Replacement Transaction to a Base Rate Transaction (5) a Base Rate Transaction to a Benchmark Replacement Transaction. (iii) If a Transaction is bearing interest based on the Base Rate but thereafter; (A) Buyer shall determine, in its sole but good faith discretion (which determination shall be conclusive and binding upon Seller absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion to the Base Rate shall no longer be applicable, Buyer shall give notice of such determination to Seller (which may be by electronic mail), at least one (1) U.S. Government Securities Business Day prior to the next succeeding Pricing Rate Determination Date. If such notice is given, such Transaction shall bear interest based on the SOFR Index beginning on the first day of the next succeeding Pricing Rate Period; or (B) Buyer shall determine, in its sole but good faith discretion (which determination shall be conclusive and binding upon Seller absent manifest error) that the SOFR Index has been succeeded by an Unadjusted Benchmark Replacement, Buyer shall give notice of such determination to Seller (which may be by electronic mail), at least one (1) U.S. Government Securities Business Day prior to the next succeeding Pricing Rate Determination Date. If such notice is given such Transaction shall be converted to a Benchmark Replacement Transaction on the first day of the next succeeding Pricing Rate Period; provided that Buyer shall not give any such notice converting any Transaction to a Benchmark Replacement Transaction unless Buyer is also then converting the pricing rate or interest rate payable by substantially all of its similarly situated customers under similar repurchase and credit facilities to a pricing rate or interest rate based on such Benchmark Replacement. Notwithstanding any provision of this Agreement to the contrary, in no event shall Seller have the right to elect to have a Transaction bear interest either based on the SOFR Index or based on the Base Rate or the Unadjusted Benchmark Replacement. (iv) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Buyer in good faith to make or maintain the portion of any Transaction bearing interest based on the SOFR Index or the Unadjusted Benchmark Replacement, then (A) any obligation of Buyer hereunder to enter into or continue any Transaction bearing interest based on the SOFR Index or the Unadjusted Benchmark Replacement, as applicable, shall be canceled forthwith and (B) subject to the terms and conditions in Section 3(f)(i) with respect to any conversion to the Benchmark Replacement, each Transaction shall automatically bear interest at the Base Rate on the first day of the immediately succeeding Pricing Rate Period or within such earlier period as required by applicable law. If any such conversion of a Transaction occurs on a day which is not the last day of the then current Pricing Rate Period with respect to such Transaction, Seller shall pay to Buyer such amounts, if any, as may be required pursuant to Section 3(h) of this Agreement. (v) Seller hereby agrees promptly to, within ten (10) days of Buyer’s written demand therefor, (A) pay Buyer any additional amounts necessary to compensate Buyer for any reasonable costs incurred by Buyer in making any conversion in accordance with this Agreement, including, without limitation, any actual breakage costs (excluding loss of profit) incurred by Buyer to lenders in connection with termination of transactions related to funds obtained by it in order to enter into or maintain Transactions hereunder (provided that Buyer will not require Seller to pay any such additional amounts under this clause (A) unless Buyer is also requiring substantially all of its similarly situated customers under similar repurchase and credit facilities to pay such additional amounts in connection with the conversion of pricing rates and/or interest rates) and (B) deliver to Buyer, at Seller’s cost and expense, all further acts, deeds, conveyances, assignments, financing statements, transfers, documents, agreements, assurances and such other instruments as Buyer may reasonably require from time to time in order to make such technical, administrative or operational changes (including changes to timing and frequency of determining rates and making payments of interest, and other administrative matters) that ▇▇▇▇▇ decides may be appropriate to reflect the adoption of an alternative index in a manner as Buyer determines is reasonably necessary to implement the alternative index. Upon written demand from Seller, Buyer shall disclose any additional costs incurred by ▇▇▇▇▇ in making the conversion. ▇▇▇▇▇’s written notice of such costs, as certified to Seller, shall be conclusive absent manifest error. (vi) Notwithstanding anything to the contrary herein or in any other Loan Program Document, if : (A) If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to in respect of any setting determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for a Currency, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and or under any Loan Program Document in respect of such Benchmark setting determination on such date and all determinations on all subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such dates. Such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan 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 ▇▇▇▇▇ has posted such proposed amendment to Seller. (B) In connection with the date notice implementation of a Benchmark Replacement, Buyer 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 is provided to the Lenders Conforming Changes will become effective without any amendment to, or further action or consent of any other party to, to this Agreement or Agreement. (C) Buyer will promptly notify Seller (which may be by electronic mail) of (i) any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case occurrence of a Benchmark Transition Event and its related Benchmark Replacement for Dollars, the Required LendersDate, (Bii) in the case implementation of a any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement for Conforming Changes, and (iv) the removal or reinstatement of any Agreed Foreign Currencytenor of Term SOFR pursuant to clause (D) below. Any determination, decision or election that may be made by Buyer pursuant to this Section 3(f), including any determination with respect to a tenor, rate or adjustment or of the Required Multicurrency Lenders. If 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 Seller, except as expressly set forth herein. (D) At any time and with respect to any Pricing Rate Period, if the Benchmark Replacement at such time is based upon Daily Simple Term SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable and Term SOFR for the applicable tenor is not displayed on a monthly basisscreen or other information service that publishes such rate from time to time as selected by Buyer in its reasonable discretion, Buyer may (i) modify the definition of “Pricing Rate Period” for all determinations of interest at or after such time to remove such unavailable tenor and (ii) if Term SOFR, as applicable, for the applicable tenor is displayed on such screen or information service after its removal pursuant to clause (i) above, modify the definition of “Pricing Rate Period” for all determinations of interest at or after such time to reinstate such previously removed tenor.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.14), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2a) 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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3b) 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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders (A) in the case of a or, if such Benchmark Replacement for Dollarsaffects fewer than all Classes, the Required Lenders, (B) Majority in the case Interest Lenders of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenderseach affected Class). If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, ” for purposes of this Section 2.12(d)) if a Benchmark Transition Event or an Early Opt- in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca)(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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case of a Benchmark Replacement for Dollars, the Required Lenders, (B) in the case of a Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be a “Loan Document” for purposes of this Section titled “Benchmark Replacement Setting”), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-then- current Benchmark for a any Currency, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (iiA) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) 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 Loan Document in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (B) 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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice from Lenders comprising the Required Lenders of objection to such Benchmark Replacement from Lenders comprising (Ai) in the case of with respect to a Benchmark Replacement for Dollarsdetermined in accordance with clause (2) of the definition of “Benchmark Replacement”, the Required Lenders, related Benchmark Replacement Adjustment and (Bii) in the case of with respect to a Benchmark Replacement for any Agreed Foreign Currencydetermined in accordance with clause (3) of the definition of “Benchmark Replacement”, the Required Multicurrency Lenders. If the such Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will be payable on a monthly basisReplacement.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Facility Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then then, (i)(xx) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (a1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in connection with a Benchmark Transition Event, such Benchmark Replacement will replace the Term SOFR Reference Rate such Benchmark for all purposes hereunder and under any Loan Facility Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, Facility Document and (iiy) if a Benchmark Replacement is determined in accordance with paragraph clause (c3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, or in connection with an Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan 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 toto this Agreement or any other Facility Document, or further action or consent of any other party to, to this Agreement or any other Loan Document Facility Document, so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Lenders comprising the Required Lenders. If (Ai) in the case of a Benchmark Replacement for Dollars, Date has occurred and the Required Lenders, (B) in the case of applicable Benchmark Replacement on such Benchmark Replacement Date is a Benchmark Replacement for any Agreed Foreign Currencyother than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Required Multicurrency Lenders. If Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR and the Borrower requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from the Borrower, the Administrative Agent determines (in its sole discretion) that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may (in its sole discretion) provide the Borrower 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 (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 based upon Daily Simple unable to be determined in accordance with clause (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 avoidance of doubt, 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 clauses (1) or (2), as applicable, of the definition of “Benchmark Replacement Date” hereunder) 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 Daily Compounded ▇▇▇▇▇under any Facility Document in respect of any Benchmark setting and any subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all interest payments will be payable on a monthly basisapplicable provisions set forth in this Section titled “Benchmark Replacement Setting” 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 2.18.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Documentherein, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (c1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of such Currency Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement 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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. Solely with respect to Advances denominated in Dollars, if (Ai) in the case of a Benchmark Replacement for Dollars, Date has occurred and the Required Lenders, (B) in the case of applicable Benchmark Replacement on such Benchmark Replacement Date is a Benchmark Replacement for any Agreed Foreign Currencyother than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Required Multicurrency Lenders. If Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR and the Company requests that the Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from the Company, the Agent determines (in its sole discretion) that such forward looking term rate is administratively feasible for the Agent, then the Agent may (in its sole discretion) provide the Company 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 (1) of the definition of “Benchmark Replacement” under this Section 2.21; provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is based upon Daily Simple SOFR unable to be determined in accordance with clause (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 avoidance of doubt, 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 clauses (1) or Daily Compounded ▇▇▇▇▇(2), as applicable, of the definition of “Benchmark Replacement Date” hereunder) 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 in respect of any Benchmark setting and any subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all interest payments will be payable on a monthly basisapplicable provisions set forth in this Section 2.21 shall apply with respect to such election of the 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 2.21.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if upon the occurrence ofif a Benchmark Transition Event and or an Early Opt-in Election with respect to the relevant Screen Rate for any currencyand its related Benchmark Replacement Date have occurred prior to any setting of the relevant then-current Benchmark for a CurrencyBenchmark, then (i)(xx) if a the relevant Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph clause (ai)(a) of the definition of “"Benchmark Replacement” " for such 270034751 270134563 Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate relevant Benchmark for all purposes hereunder and under any Loan Document in respect of such relevant Benchmark setting and subsequent applicable relevant Benchmark settingsettings 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 a the relevant Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph either clause (bi)(b) or clause (ii), as applicable, of the Agent and the US Borrower may amend this Agreement to replace the such Screen Rate with a definition of “Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m.” for such Benchmark Replacement Date, such relevant Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate relevant Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Currency for all purposes hereunder and under any Loan 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 Agent has posted such proposeddate notice of such relevant Benchmark Replacement is provided to the Lenders Banks without any amendment toto all Banks and the US Borrower, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such amendmentrelevant Benchmark Replacement from Lenders Banks comprising (A) the Majority Banks. Any such amendment with respect to an Early Opt-in Election will become effective on the case date that Banks comprising the Majority Banks have delivered to the Agent written notice that such Majority Banks accept such amendment. No replacement of a such Screen Rate with aIf the relevant Benchmark Replacement for Dollars, pursuant to this Section 2.03(d) will occur prior to the Required Lenders, (B) in the case of a applicable Benchmark Replacement for any Agreed Foreign Currency, the Required Multicurrency Lenders. If the Benchmark Replacement is based upon Transition Start Dateis Daily Simple SOFR or Daily Compounded ▇▇▇▇▇SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark for a CurrencyBenchmark, then (i)(x) if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with paragraph (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term SOFR Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark setting, or (y) if a Benchmark Replacement for the Term ▇▇▇▇▇ Reference Rate is determined in accordance with paragraph (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the Term ▇▇▇▇▇ Reference Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, in each case of clause (x) and (y) above, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement is determined in accordance with paragraph clause (ca) 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 Credit Document in respect of such Currency 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 and (y) if a Benchmark Replacement is determined in accordance with clause (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 Loan 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 Loan Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising (A) in the case Required Lenders. 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 that a Benchmark Replacement for Dollarshas replaced such Benchmark, and, failing that, the Required Lenders, (B) Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans. During the period referenced in the case of a Benchmark Replacement for any Agreed Foreign Currencyforegoing sentence, the Required Multicurrency Lenders. If component of ABR based upon the Benchmark Replacement is based upon Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments will not be payable on a monthly basisused in any determination of ABR.