Common use of Benchmark Replacement Clause in Contracts

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such 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 Credit Document in respect of any Benchmark setting that occurs more than five (5) Business Days after the date notice of such Benchmark Replacement is provided to the Lenders, without any amendment or further action or consent of any other party hereto or to any other 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 (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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 a then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate or in connection with an Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Facility Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Facility Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) 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 all purposes hereunder and under any Credit Facility Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. New York City time on the fifth (55th) Business Days Day after the date notice of such Benchmark Replacement is provided to the Lenders, USActive 56468589.1056468589.17 Lenders without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Transaction Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and hasand its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (xxA) if a Benchmark Replacement is determined in accordance with clause (1) or of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark 745381243 05109795751949792 05109795 settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document and (B) 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 Credit Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Transaction Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time)Eastern Time on the fifth (5th) Business Days 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 hereto to, this Agreement or to any other Credit Document, Transaction Document so long as the Administrative Agent Administrator has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders Purchaser Agents comprising the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023Majority Purchaser Agents.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1i) or (2ii) 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 Facility Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Facility Document and (y) if a Benchmark Replacement is determined in accordance with clause (3iii) 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 Credit Facility Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs ; provided that, at any time the Benchmark Replacement has been determined other than in accordance with clause (including reasonable attorneys’ feesi) incurred by of the definition of “Benchmark Replacement” due to the unavailability of Term SOFR and Term SOFR becomes available such that the Benchmark Replacement could be determined in accordance with clause (i) of the definition of “Benchmark Replacement”, the Administrative Agent and the Borrower each agree to cooperate in connection with good faith to enter into amendments to this Agreement and the negotiation or enforcement Facility Documents as applicable to implement such Benchmark Replacement pursuant to clause (i) 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 DocumentBenchmark Replacement”. 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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 or 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, then (x) if with a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New 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 Days Day 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 hereto to, this Agreement or to any other Credit Document, Loan 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 the Required Class Lenders. The Borrowers shall pay If an UnadjustedNo replacement of a Benchmark with a Benchmark Replacement is Daily Simple SOFR, all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the negotiation or enforcement of the terms hereof or any related matters contemplated in interest payments will be payable on a quarterly basispursuant to this Section 2.07.10 (this “Section”). For purposes of this Section, any interest rate hedging agreement related 2.12(c)(i)(A) will occur prior to the loan evidenced hereby shall be excluded from the definition of a “Credit Document”. The parties hereto acknowledge that a applicable 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 Date is anticipated to be June 30, 2023Start Date.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Credit Transaction Document, if a Benchmark Transition Event or Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(2) 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 and under any Credit Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(3) or clause (c) 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 all purposes hereunder and under any Credit Transaction Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5Chicago time) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided to all the Lenders, Purchasers and the Seller without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Transaction Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders Purchasers comprising the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs Purchasers. (including reasonable attorneys’ feesii) incurred by the Administrative Agent in connection with the 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 Notwithstanding anything to the loan evidenced hereby shall be excluded from the definition of contrary herein or in any other Transaction Document, if a “Credit Document”. The parties hereto acknowledge that a Benchmark Term SOFR 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 its related Benchmark Replacement Date is anticipated have occurred prior to the Reference Time in respect of any setting of 742891150 18589498 the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document; provided that this clause (ii) shall not be June 30effective unless the Agent has delivered to the Seller a Term SOFR Notice. For the avoidance of doubt, 2023the Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(i) or (2a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Transaction Document upon delivery by the Administrative Agent of notice pursuant to Section 2.26(c) hereunder and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Transaction Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date on which notice of such Benchmark Replacement is provided to the Lenders, Lenders without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Required Class Lendersaggregate Commitments then in effect (or, after the end of the Reinvestment Period, the Advances Outstanding). The Borrowers shall pay 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 applicable then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all out-of-pocket costs (including reasonable attorneys’ fees) incurred 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 in connection with of notice pursuant to Section 2.26(c) hereunder; provided that this paragraph shall not be effective unless the negotiation or enforcement of Administrative Agent has delivered to the terms hereof or any related matters contemplated in this Section 2.07.10 (this “Section”)Lenders and the Borrower a Term SOFR Notice. For purposes the avoidance of this Sectiondoubt, any interest rate hedging agreement related the Administrative Agent shall not be required to the loan evidenced hereby shall be excluded from the definition of deliver a “Credit Document”. The parties hereto acknowledge that Term SOFR Notice after a Benchmark Term SOFR Transition Event has occurred with respect and may elect or not elect 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 Date is anticipated to be June 30, 2023do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, ” for purposes of this Section 3.8(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 any then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(i) or (2a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document, if upon the occurrence ofif a Benchmark Transition Event or an Early Opt-in ElectionEvent, as applicable, the Agent and the Borrower may amend this Agreement to replace and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark with, then (x) if a Benchmark Replacement Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at is determined in accordance with clause (1) 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 Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date Agent has posted such proposeddate notice of such Benchmark Replacement is provided to the Lenders, Banks without any amendment to all affected Lenders and the Borrower, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by No replacement of a Benchmark with aBanks. If the Administrative Agent in connection with the negotiation or enforcement of the terms hereof or any related matters contemplated in Benchmark Replacement pursuant to this Section 2.07.10 (this “Section”). For purposes of this Section, any interest rate hedging agreement related 8.02 will occur prior to the loan evidenced hereby shall be excluded from the definition of a “Credit Document”. The parties hereto acknowledge that a applicable Benchmark Transition Event has occurred with respect to LIBOR with the public announcements Start Dateis Daily Simple SOFR, all interest payments will be payable 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 Date is anticipated to be June 30, 2023a monthly basis.

Benchmark Replacement. (a) Notwithstanding anything to the contrary herein or in any other Credit 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, then (xA) if a Benchmark Replacement is determined in accordance with clause (1a) or (2b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document (other than any Benchmark Replacement Conforming Changes made pursuant to clause (ii) below) and (yB) if a Benchmark Replacement is determined in accordance with clause (3c) 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 Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, Loan Document (other than any Benchmark Replacement Conforming Changes made pursuant to clause (ii) below) 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 LendersLenders of each Class. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by Notwithstanding anything to the Administrative Agent contrary herein or in connection with any other Loan Document and subject to the negotiation or enforcement of the terms hereof or any related matters contemplated proviso below in this Section 2.07.10 (this “Section”). For purposes of this Sectionparagraph, any interest rate hedging agreement related to the loan evidenced hereby shall be excluded from the definition of if a “Credit Document”. The parties hereto acknowledge that a Benchmark Term SOFR 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 its related Benchmark Replacement Date is anticipated 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 June 30, 2023effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document, if If a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (xA) if a Benchmark Replacement is determined in accordance with clause (1a) or (2b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (yB) if a Benchmark Replacement is determined in accordance with clause (3c) 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 Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay If the Benchmark Replacement is Daily Simple SOFR, all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the negotiation or enforcement of the terms hereof or any related matters contemplated in this Section 2.07.10 (this “Section”)interest payments will be payable on a monthly basis. For the avoidance of doubt, no Swap Contract shall be deemed to be a “Loan Document” for purposes of this Section, any interest rate hedging agreement related to the loan evidenced hereby shall be excluded from the definition of a “Section 3.03. [Key Tronic] 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 Date is anticipated to be June 30, 2023.Agreement #510968250

Benchmark Replacement. Notwithstanding anything to the contrary herein or in theany Other DocumentsDocument (and any other Credit 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(b), if a Benchmark Transition Event or 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-then current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Other Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Other Document and (y) if a Benchmark Replacement is determined in accordance with clause (332) 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 Other Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. on the fifth (55th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the negotiation or enforcement of the terms hereof or any related matters contemplated in this Section 2.07.10 (this “Section”). For purposes of this Section1358 Fifth Amendment, 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 Date is anticipated to be June 30, 2023Sixth Amendment.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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, then then, (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in connection with a Benchmark Transition Event, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Facility Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Facility 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, or in connection with an Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Facility Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided to the Lenders, Lenders without any amendment to this Agreement or any other Facility Document, or further action or consent of any other party hereto to this Agreement or to any other Credit 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs If (including reasonable attorneys’ feesi) incurred by the Administrative Agent in connection with the 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 Replacement Date 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 applicable Benchmark Replacement on such Benchmark Replacement Date is a Benchmark Replacement other than the sum of: (FCA), that the IBA will permanently cease to publish all remaining tenors of LIBOR on June 30, 2023, for which a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR 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 is anticipated shall be deemed to have occurred, the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be June 30a Benchmark Replacement determined in accordance with clause (1) of the definition of “Benchmark Replacement” under this Section titled Benchmark Replacement Setting; provided, 2023however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is 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 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 applicable 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 Credit Loan Document (and any agreement executed in connection with a Derivatives Contract shall be deemed not to be a “Loan Document” for purposes of clauses (b) through (f) of this Section 4.2), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. Eastern time on the fifth (55th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Requisite Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit DocumentLoan Document if, if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of of, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(2) of the definition of “ with 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 in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (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 Credit Loan Document in 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 setting and subsequent Benchmark settings, Replacement is providedAdministrative Agent has posted such proposed amendment to ▇▇▇▇▇▇ affected Lenders without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, and (y) if a Benchmark Replacement is determined in accordance with clause (3) of Loan Documentand 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 any Benchmark setting that occurs more than five (5) Business Days after the date notice of such Benchmark Replacement is provided to the Lenders, without any amendment or further action or consent of any other party hereto or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection No replacement of a Benchmark with the negotiation or enforcement of the terms hereof or any related matters contemplated in a Benchmark Replacement pursuant to this Section 2.07.10 (this “Section”). For purposes of this Section, any interest rate hedging agreement related 8.21(a) will occur prior to the loan evidenced hereby shall be excluded from the definition of a “Credit Document”. The parties hereto acknowledge that a applicable 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 Date is anticipated to be June 30, 2023Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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 Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark, then then, (x) if a Benchmark Replacement is determined in accordance with clause (1a) or (2b) of the definition of “a Benchmark Replacement” for. Any such Benchmark Replacement Date, in connectionamendment with respect to a Benchmark Transition Event, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and 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 and (y) if a Benchmark Replacement is determined in accordance with clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document or in respect of such 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 connection with an Early Opt-in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateElection, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Transaction Document in respect of any Benchmark setting that occurs more than five will become effective at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided to the Lenders, Borrower without any amendment to this Agreement or any other Transaction Document, or further action or consent of any other party hereto or ofAdministrative Agent has posted such proposed amendment to any other Credit Documentall 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 the Required Class BorrowerRequired Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. 051121 0A22-196038 (i) Notwithstanding anything to the contrary herein (but without limitation of Section 15.1.2 below) or in any other Credit Documentof the Loan Documents, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(2) of the definition of “Benchmark Replacement” set forth in Section 1.1 above 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 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 Credit Document in respect of such 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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Requisite Lenders. The Borrowers shall pay all out-of-pocket costs . (including reasonable attorneys’ feesii) incurred by the Administrative Agent in connection with the 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 Notwithstanding anything to the loan evidenced hereby shall be excluded from the definition of contrary herein or in any other Loan Document, if a “Credit Document”. The parties hereto acknowledge that a Benchmark Term SOFR 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 its related Benchmark Replacement Date is anticipated 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 June 30, 2023effective unless the Administrative Agent has delivered to the Lenders and Borrower a Term SOFR Notice.

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 Credit 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 of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Credit Note Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Note 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 Credit Note Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days 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 hereto to, this Agreement or to any other Credit Document, 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 the Required Class LendersRequisite Purchasers. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by If the Administrative Agent in connection with the 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 Date is anticipated to Daily Simple SOFR, all interest payments will be June 30, 2023payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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, then (x) if with a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (55th) Business Days Day after the date notice of such Benchmark Replacement is provided to the LendersLenders without anyAgent has posted such proposed amendment to, without any amendment or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection No replacement of a Benchmark with the negotiation or enforcement of the terms hereof or any related matters contemplated in a Benchmark Replacement pursuant to this Section 2.07.10 (this “Section”). For purposes of this Section, any interest rate hedging agreement related 3.8(i) will occur prior to the loan evidenced hereby shall be excluded from the definition of a “Credit Document”. The parties hereto acknowledge that a applicable 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 Date is anticipated to be June 30, 2023Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Derivatives Contract shall be deemed not to be a “Loan Document, ” for purposes of this Section 5.2(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 with respect of any setting of the then-current BenchmarkBenchmark for any currency, then (x) if a Benchmark Replacement for such then-current Benchmark for such currency is determined in accordance with clause (1) or (2) 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 Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Loan Document, and (y) if a Benchmark Replacement for such then-current Benchmark for such currency is determined in accordance with clause (332) 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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Requisite Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection No replacement of a Benchmark with the negotiation or enforcement of the terms hereof or any related matters contemplated in a Benchmark Replacement pursuant to this Section 2.07.10 (this “Section”). For purposes of this Section, any interest rate hedging agreement related 5.2(b) will occur prior to the loan evidenced hereby shall be excluded from the definition of a “Credit Document”. The parties hereto acknowledge that a applicable 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 Date is anticipated to be June 30, 2023Start Date.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Credit 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided by the Administrative Agent to the Lenders, Lenders without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis. (ii) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right, in consultation with D▇▇▇, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (iii) The Administrative Agent will promptly notify the Borrowers shall pay all outand the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrowers and the Lenders of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.07(d)(iv) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-of-pocket costs occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.07. (iv) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including reasonable attorneys’ feesin connection with the implementation of a Benchmark Replacement), (i) incurred if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate or EURIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in connection with its reasonable discretion or (B) the negotiation regulatory supervisor for the administrator of such Benchmark has provided a public statement or enforcement publication of information announcing that any tenor for such Benchmark is not or will not be representative, then 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 Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a “Credit Document”. The parties hereto acknowledge tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark Transition Event has occurred (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. (v) Upon receipt by any Borrower of notice of the commencement of a Benchmark Unavailability Period with respect to LIBOR a given Benchmark, (i) such Borrower may revoke any pending request for a Term SOFR Advance, Daily Simple S▇▇▇▇ Advance or Eurocurrency Rate Advance of, conversion to or continuation of Term SOFR Advances, or a Eurocurrency Rate Advances in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (A) in the case of any request for any affected Term SOFR Advance, if applicable, such Borrower will be deemed to have converted any such request into a request for a Base Rate Advance or conversion to Base Rate Advance in the amount specified therein and (B) in the case of any request for any affected Daily Simple S▇▇▇▇ Advance or Eurocurrency Rate Advance, in each case, in an Committed Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Advances, if applicable, will be deemed to have been converted into a Base Rate Advance at the end of the applicable Interest Period and (B) any outstanding affected Daily Simple S▇▇▇▇ Advances or Eurocurrency Rate Loans, in each case, denominated in an Committed Currency, at such Borrower’s election, shall either (I) be converted into a Base Rate Advance denominated in Dollars (in an amount equal to the Dollar Equivalent of such Committed Currency) immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with the public announcements on March 5respect to any Daily Simple S▇▇▇▇ Advances, 2021, if no election is made by such Borrower by the ICE date that is three Business Days after receipt by such Borrower of such notice, such Borrower shall be deemed to have elected clause (I) above; provided, further that, with respect to any Eurocurrency Rate Loan, if no election is made by such Borrower by the earlier of (x) the date that is three Business Days after receipt by such Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, such Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, such Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple S▇▇▇▇ Advance) on the amount so prepaid or converted, together with any additional amounts required pursuant to this Section 2.08. During a Benchmark Administration (IBA) and 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 U.K. Financial Conduct Authority (FCA)component of Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, that the IBA as applicable, will permanently cease to publish all remaining tenors not be used in any determination of LIBOR on June 30, 2023, for which the related Benchmark Replacement Date is anticipated to be June 30, 2023Base Rate.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit DocumentLoan Documents, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then then, (xi) if a Benchmark Replacement is determined in accordance with clause (1A) or (2B) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate in connection with a Benchmark Transition Event, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment or further action or consent of any other party hereto or to any other Credit Loan Document, and (yii) if a Benchmark Replacement is determined in accordance with clause (3C) 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 all purposes hereunder and under any Credit other Loan Document in respect of any Benchmark setting that occurs more than five (5) Business Days after the date notice of such Benchmark Replacement is provided to the LendersBorrower, without any amendment hereto or to any other Loan Document, or further action or consent of any other party hereto or to any other Credit Documentthe Borrower, so long as the Administrative Agent Lender has not received, by such time, written notice of Borrower’s objection to such Benchmark Replacement from Lenders comprising (which notice must in all instances be delivered electronically to a designated Lender email address or as otherwise directed by Lender, in accordance with instructions to be included in the Required Class LendersLender’s notice thereof to Borrower). The Borrowers Borrower shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent Lender in connection with the any negotiation or enforcement of the terms hereof or any related matters contemplated in this Section 2.07.10 3.6 (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 Loan 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Credit 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, then (x1) if a Benchmark Replacement is determined in accordance with clause (1a)(i) or (2a)(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 Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y2) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs . (including reasonable attorneys’ feesB) incurred by Notwithstanding anything to the Administrative Agent contrary herein or in connection with any other Loan Document and subject to the negotiation or enforcement of the terms hereof or any related matters contemplated proviso below in this Section 2.07.10 (this “Section”). For purposes of this Sectionparagraph, any interest rate hedging agreement related to the loan evidenced hereby shall be excluded from the definition of if a “Credit Document”. The parties hereto acknowledge that a Benchmark Term SOFR 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 its related Benchmark Replacement Date is anticipated 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 June 30effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, 2023the 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. (A) Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, ” for purposes of this Section 4.8(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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs . (including reasonable attorneys’ feesB) incurred by Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFRupon the occurrence of a Benchmark Transition Event, the Administrative Agent in connection with the 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 its related Benchmark Replacement Date is anticipated have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement willthe Borrower may amend this Agreement to replace the then-current Benchmark for all purposes hereunder or under any Loan Document inwith a Benchmark Replacement. Any such amendment with respect of suchto a 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 June 30effective unlessTransition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has deliveredposted such proposed amendment to ▇▇▇▇▇▇ affected Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt,so long as 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.(ii) has not received, 2023.by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 4.8(c)(i)(A) will occur prior to the applicable Benchmark Transition Start Date. 61 142128979_6 170630523_7

Benchmark Replacement. (a) Notwithstanding anything to the contrary herein or in any other 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or any other Credit Document. (b) Notwithstanding anything to the contrary herein or in any other Credit Document, and (y) if a the LC Issuer will have the right to make Benchmark Replacement is determined Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in accordance with clause (3) of the definition of “Benchmark Replacement” for any other Credit Document, any amendments implementing such Benchmark Replacement Date, such Benchmark Replacement Conforming Changes will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting that occurs more than five (5) Business Days after the date notice of such Benchmark Replacement is provided to the Lenders, become effective without any amendment or further action or consent of any other party hereto to this Agreement or any other Credit Document. (c) The LC Issuer will promptly notify the Guarantor of (1) any occurrence of a Benchmark Transition Event, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non- occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Credit Document, so long except, in each case, as expressly required pursuant to this Section 2.03. (d) Notwithstanding anything to the Administrative Agent has not receivedcontrary herein or in any other Credit Document, 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 at any time (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the negotiation 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 enforcement 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 ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the LC Issuer may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or nonrepresentative 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 terms hereof 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 matters contemplated in this Section 2.07.10 (this “Section”). For purposes of this Section, to 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 used in this Agreement, or with respect to LIBOR with any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the public announcements on March 5composition or characteristics of any such alternative, 2021successor or replacement reference rate will be similar to, by or produce the ICE Benchmark Administration (IBA) and same value or economic equivalence of, the U.K. Financial Conduct Authority (FCA), that existing interest rate being replaced or have the IBA will permanently cease same volume or liquidity as did any interest rate prior to publish all remaining tenors of LIBOR on June 30, 2023, for which the related Benchmark Replacement Date is anticipated to be June 30, 2023its discontinuance or unavailability.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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 or an Early Opt-in Election, as applicable, and its related ▇▇▇▇▇ Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current ▇▇▇▇▇ Benchmark, then (x) if a ▇▇▇▇▇ Benchmark Replacement is determined in accordance with clause (1) or (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 Credit Loan Document in respect of such ▇▇▇▇▇ Benchmark setting and subsequent ▇▇▇▇▇ Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5Toronto time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class LendersMajority Lenders under the applicable Tranche. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by If the Administrative Agent in connection with the 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 Date is anticipated to Daily Compounded ▇▇▇▇▇, all interest payments will be June 30, 2023payable on the last day of each Interest Period.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, ” for purposes of this Section 5.8(c)) if a Benchmark Transition Event or Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class LendersLenders of each Class. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 If an Unadjusted Benchmark Replacement Date is anticipated to Daily Simple SOFR, all interest payments will be June 30, 2023payable on a monthly basis.

Benchmark Replacement. ‌ Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any interest rate swap agreement or any other agreement arising pursuant to Hedging Obligations shall be deemed not to be a “Loan Document” for the purposes of this Section 1.10), if a ▇▇▇▇▇ Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related ▇▇▇▇▇ Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current ▇▇▇▇▇ Benchmark, then (x) if a ▇▇▇▇▇ Benchmark Replacement is determined in accordance with clause (1) or (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 Credit Loan Document in respect of such ▇▇▇▇▇ Benchmark setting and subsequent ▇▇▇▇▇ Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5Toronto time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by If the Administrative Agent in connection with the 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 Date is anticipated to Adjusted Daily Compounded ▇▇▇▇▇, all interest payments will be June 30, 2023payable on the last day of each ▇▇▇▇▇ Interest Period.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Transaction Document, if a Benchmark Transition Event or Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (xxA) if a Benchmark Replacement is determined in accordance with clause (1) orof 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 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 (B) 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 Credit Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Transaction Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided to the Lenders, Group Agents without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Transaction Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders Group AgentsPurchasers comprising the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023Majority Group Agents.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan Document, ” for purposes of this Section 2.14(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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such US-DOCS\121193765.6 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 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 Credit Document in respect of such 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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Credit Loan Document, if a Benchmark Transition Event or 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 any then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(i) or (2a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Credit Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(iii) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Credit Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out4839-of3568-pocket costs 8659 v.44820-4713-6753 v.6 (including reasonable attorneys’ feesii) incurred by the Administrative Agent in connection with the 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 Notwithstanding anything to the loan evidenced hereby shall be excluded from the definition of a “Credit contrary herein or in any other Loan Document”. The parties hereto acknowledge that a Benchmark Transition Event has occurred , solely with respect to LIBOR any Obligations, interest, fees, commissions or other amounts denominated in Dollars or calculated with the public announcements on March 5respect thereto, 2021, by the ICE Benchmark Administration (IBA) if a Term SOFR Transition Event 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 its related Benchmark Replacement Date is anticipated have occurred prior to the Reference Time in respect of any setting of the applicable then-current Benchmark, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder 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 Credit Agreement or any other Loan Document; provided that this clause (ii) shall not be June 30effective unless the Administrative Agent has delivered to the Lenders and the Borrowers a Term SOFR Notice. For the avoidance of doubt, 2023the 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. (iii) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term S▇▇▇▇ Transition Date has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark consisting of Daily S▇▇▇▇, then Term S▇▇▇▇ will replace Daily S▇▇▇▇ for all purposes hereunder or under any Loan Document, without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document; provided that this clause (iii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrowers a Term S▇▇▇▇ Notice with respect to a Term S▇▇▇▇ Transition Event. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term S▇▇▇▇ Notice after a Term S▇▇▇▇ Transition Event and may elect or not elect to do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein in this Agreement or in any other Credit 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder under this Agreement and under any Credit Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Transaction Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided to the Lenders, Administrative Agent and the Lenders without any amendment to, or further action or consent of any other party hereto or to any other Credit Documentto, this Agreement 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 Majority Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by Notwithstanding anything to the Administrative Agent in connection with the negotiation or enforcement of the terms hereof or any related matters contemplated contrary in this Section 2.07.10 (this “Section”). For purposes of this SectionAgreement or in any Transaction Document, any interest rate hedging agreement related and subject to the loan evidenced hereby shall be excluded from the definition of proviso below in this paragraph, if a “Credit Document”. The parties hereto acknowledge that a Benchmark Term SOFR 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 its related Benchmark Replacement Date is anticipated 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 Transaction Document; provided, that this paragraph shall not be June 30, 2023effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in If any other Credit Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior occurs after the date hereof with respect to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark NAI-1539367892v12 Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any setting of such Benchmark setting on such day and all subsequent Benchmark settings, settings without any amendment to, or further action by or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan 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 the applicable Benchmark will be replaced with the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any Benchmark setting that occurs more than five on the later of (5i) 5:00 p.m. (New York City time) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided to the LendersLenders and the Company (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 or further action or consent of any other party hereto to this Agreement or to any other Credit Loan 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 Company), written notice of objection to such Benchmark Replacement from Lenders comprising the Required Class Lenders. The Borrowers shall pay all outAt 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, each Borrower (or the Company, on behalf of any Borrower) may revoke any request for a borrowing of-pocket costs (including reasonable attorneys’ fees) incurred , conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until such Borrower’s receipt of notice from the Administrative Agent in connection with the 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 Replacement has occurred with respect replaced such Benchmark, and, failing that, (i) in the case of any request for a borrowing of, conversion to LIBOR with or continuation of Loans denominated in Dollars, such Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans, and (ii) in the public announcements on March 5case of any request for a borrowing of, 2021conversion to or continuation of Loans denominated in any Designated Foreign Currency, by such Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans denominated in Dollars. During the ICE period referenced in the foregoing sentence, the component of ABR based upon the applicable Benchmark Administration (IBA) and will not be used in any determination of ABR. If 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 Date for Loans denominated in Dollars is anticipated to Adjusted Daily Simple SOFR all interest payments in respect of such Loans will be June 30, 2023payable on a quarterly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Other Document (and any Interest Rate Protection Agreement shall be deemed not to be a “Other Document” for purposes of this Section 3.9 (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, then then, (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in connection with a Benchmark Transition Event, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Other Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Credit Agreement or to any other Credit Document, 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, or in connection with an Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Other Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided to the Lenders, Borrower without any amendment to this Credit Agreement or any Other Document, or further action or consent of Borrower or any other party hereto or to any Loan Party (other Credit Document, so long as the Administrative Agent has not received, by such time, written notice of objection to such than Benchmark Replacement from Lenders comprising the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs Conforming Changes made in accordance with clause (including reasonable attorneys’ feesb) incurred by the Administrative Agent in connection with the negotiation or enforcement of the terms hereof or any related matters contemplated in this Section 2.07.10 (this “Section”below). 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 Date is anticipated to be June 30, 2023.​

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Transaction Document, 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 inwith respect of ofto any setting of the any then-current Benchmark, then (x) if the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Transaction Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New 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 Days Day 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 hereto to, this Agreement or to any other Credit Document, Transaction Document 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 holding greater than 50% of the aggregate Commitments then in effect. No replacement of a Benchmark with a Benchmark Replacement from Lenders comprising the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the negotiation or enforcement of the terms hereof or any related matters contemplated in Lenderspursuant to this Section 2.07.10 (this “Section”). For purposes of this Section, any interest rate hedging agreement related 12.1 will occur prior to the loan evidenced hereby shall be excluded from the definition of a “Credit Document”. The parties hereto acknowledge that a applicable 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 Date is anticipated to be June 30, 2023Start Date.

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 Credit 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 BenchmarkBenchmark for such currency under the Tranche A Revolving Facility or the SISO Term Facility, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any such Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class LendersLenders of each Tranche. The Borrowers shall pay all out-of-pocket costs If (including reasonable attorneys’ feesi) incurred by the Administrative Agent in connection with the 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 Replacement Date has occurred for LIBOR with respect to Dollars and the applicable Benchmark Replacement on such Benchmark Replacement Date for LIBOR with respect to Dollars is a Benchmark Replacement other than the public announcements on March 5, 2021, by the ICE Benchmark Administration sum of: (IBAa) Term SOFR 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 b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in 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 is anticipated shall be deemed to have occurred, the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be June 30a Benchmark Replacement determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” under this Section 2.17(a); provided, 2023however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement (for 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 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 applicable 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. (i) Notwithstanding anything to the contrary herein or in any other Credit Loan Document, but subject to Section 8.4(a)(ii), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (xA) if a Benchmark Replacement is determined in accordance with clause (1a)(i) or (2b)(i) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto Party to, this Agreement or to any other Credit Document, Loan Document and (yB) if a Benchmark Replacement is determined in accordance with clause (3a)(ii), (b)(ii) or (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 Credit other Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) Business Days on the fifth (5th) Banking Day 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 hereto Party to, this Agreement or to any other Credit Document, 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 Class Majority Lenders. The Borrowers . (ii) If the Benchmark Replacement is Adjusted Daily Simple SOFR or Daily Compounded ▇▇▇▇▇, all interest payments on Benchmark Loans which bear interest with reference to such rate will be payable on a monthly basis. (iii) For certainty, no Hedging Agreement shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the negotiation or enforcement of the terms hereof or any related matters contemplated in this Section 2.07.10 (this be deemed to be a “Section”). For Loan Document” 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 Date is anticipated to be June 30, 2023Section 8.4.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Credit Financing Document (and any Swap Contract shall be deemed not to be a “Financing Document” for purposes of this Section 3.03), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Financing Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Financing Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Financing Document in respect of any Benchmark setting that occurs more than five and will become effective at 5:00 p.m. New York City time on the fifth (55th) Business Days Day after the date notice of such Benchmark Replacement is provided to the LendersCounty without any amendment to this Agreement or further action or consent of the County. (ii) Notwithstanding anything to the contrary herein or in any other Financing 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 Financing Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Financing Document, so long as ; provided that this clause (ii) shall not be effective unless the Administrative Agent Purchaser has not received, by such time, written notice of objection delivered to such Benchmark Replacement from Lenders comprising the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the negotiation or enforcement of the terms hereof or any related matters contemplated in this Section 2.07.10 (this “Section”)County a Term SOFR Notice. For purposes the avoidance of this Sectiondoubt, any interest rate hedging agreement related the Purchaser shall not be required to the loan evidenced hereby shall be excluded from the definition of deliver a “Credit Document”. The parties hereto acknowledge that Term SOFR Notice after a Benchmark Term SOFR Transition Event has occurred with respect and may elect or not elect 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 Date is anticipated to be June 30, 2023do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Hedging Contract shall be deemed not to be a “Loan Document” for purposes of this Section 2.20 (Benchmark Replacement Setting)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred for a currency prior to the Reference Time in respect of any setting of the a then-current BenchmarkBenchmark for such currency, then (xi) if a Benchmark Replacement is determined in accordance with clause (1a)(i) or (2a)(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 Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (yii) if a Benchmark Replacement is determined in accordance with clause (3a)(iii) 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 Credit Loan Document in respect of any such Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Requisite Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit 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 the Required Class Lenders. The Borrowers shall pay all outAt 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-pocket costs (including reasonable attorneys’ fees) incurred , 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 in connection with the 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 Replacement has occurred with respect replaced such Benchmark, and, failing that, the Borrower will be deemed to LIBOR with have converted any such request into a request for a borrowing of or conversion to ABR Loans. During the public announcements on March 5period referenced in the foregoing sentence, 2021, by the ICE component of ABR based upon the Benchmark Administration (IBA) and the U.K. Financial Conduct Authority (FCA), that the IBA will permanently cease to publish all remaining tenors not be used in any determination of LIBOR on June 30, 2023, for which the related Benchmark Replacement Date is anticipated to be June 30, 2023ABR.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Secured Hedging Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.4(2)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders of each class. (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 do so in its sole discretion. (C) In connection with the implementation of a Benchmark Replacement, the Administrative Agent, in consultation with Borrower, will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (D) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (E) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders. The Borrowers shall pay all out) pursuant to this Section 2.4(2), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-of-pocket costs 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 2.4(2) and the definitions of terms used in this Section 2.4(2). (E) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including reasonable attorneys’ feesin connection with the implementation of a Benchmark Replacement), (i) incurred 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 Administrative Agent in connection with its reasonable discretion or (B) the negotiation regulatory supervisor for the administrator of such Benchmark has provided a public statement or enforcement publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then 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 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 (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 Administrative Agent may modify the definition of “Credit Document”Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (F) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a LIBO Rate Borrowing of, conversion to or continuation of LIBO Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. The parties hereto acknowledge During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark Transition Event has occurred with respect to LIBOR with is not an Available Tenor, the public announcements on March 5component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, 2021as applicable, 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 not be used in any determination of LIBOR on June 30, 2023, for which the related Benchmark Replacement Date is anticipated to be June 30, 2023Base Rate.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark the USD LIBOR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkAdjusted Eurocurrency Rate for Dollars, then (x) if a Benchmark Replacement is determined in accordance with clause (1b)(1) or (2b)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such the then-current Benchmark with respect to Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Document and (y) if a Benchmark Replacement is determined in accordance with clause (3b)(3) of the definition of “Benchmark Replacement” for such Benchmark Replacement the USD LIBOR Transition Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. on the fifth (55th) Business Days Day 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 hereto to, this Agreement or to any other Credit 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs Lenders of each Class. (including reasonable attorneys’ feesA) incurred by the Administrative Agent in connection with the negotiation or enforcement of the terms hereof or any related matters contemplated in this Section 2.07.10 [reserved]. (this “Section”). For purposes of this Section, any interest rate hedging agreement related B) Notwithstanding anything to the loan evidenced hereby shall be excluded from the definition of a “contrary herein or in any other Credit Document”. The parties hereto acknowledge that , upon the occurrence of a Benchmark Transition Event has occurred or an Other Benchmark Rate Election, as applicable, with respect to LIBOR 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 public announcements on March 5, 2021fifth (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 ICE Required Lenders of the applicable Class. No replacement of a Benchmark Administration with a Benchmark Replacement pursuant to this Section 2.17(c)(i)(B) will occur prior to the applicable Benchmark Transition Start Date. (IBAC) Notwithstanding anything to the contrary herein or in any other Credit Document and subject to the proviso below in this paragraph, if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark consisting of a Daily Simple RFR (including a Daily Simple RFR implemented as a Benchmark Replacement pursuant to Section 2.17(c)(i)(A) or Section 5.8(c)(i)(B)) for the applicable Agreed Currency, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder or under any Credit Document in respect of such Benchmark for the applicable Agreed Currency setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document; provided that this clause (C) shall not be effective unless the Administrative Agent has delivered to the Lenders and the U.K. Financial Conduct Authority (FCA)Borrower a Term RFR Notice with respect to the applicable Term RFR Transition Event. For the avoidance of doubt, that the IBA will permanently cease Administrative Agent shall not be required to publish all remaining tenors of LIBOR on June 30, 2023, for which the related Benchmark Replacement Date is anticipated deliver a Term RFR Notice after a Term RFR Transition Event and may elect or not elect to be June 30, 2023do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.24), if ifupon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the , the Administrative Agent and the Borrower may amend this Agreement to replace the applicable then-current Benchmark, then (x) if with a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in connection with. Any such amendment with respect to a Benchmark Transition Event, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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, or in connection with an Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any Benchmark setting that occurs more than five at or afterwill become effective at 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, Loan 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection No replacement of a Benchmark with the negotiation or enforcement of the terms hereof or any related matters contemplated in a Benchmark Replacement pursuant to this Section 2.07.10 (this “Section”). For purposes of this Section, any interest rate hedging agreement related 2.24(a) will occur prior to the loan evidenced hereby shall be excluded from the definition of a “Credit Document”. The parties hereto acknowledge that a applicable 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 Date is anticipated to be June 30, 2023Start Date.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Swap Agreement 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Majority Lenders. The Borrowers shall pay If an Unadjusted Benchmark Replacement is Daily Simple SOFR, all out-of-pocket costs interest payments will be payable on a quarterly basis. (including reasonable attorneys’ feesB) incurred by the Administrative Agent in connection with the 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 Notwithstanding anything to the loan evidenced hereby shall be excluded from the definition of contrary herein or in any other Loan Document, if a “Credit Document”. The parties hereto acknowledge that a Benchmark Term SOFR 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 its related Benchmark Replacement Date is anticipated 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 June 30effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, 2023the 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 Credit 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 ofon March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of the USD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 3-month, 6-month and 12-month USD LIBOR tenor settings. On the earlier of (i) the date that all Available Tenors of the USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate is the USD LIBOR, such suchthe Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Transaction Document in respect of any setting of such Benchmark setting settingon such day and all subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Transaction Document and (y) if a a. If the Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement suchDaily Simple SOFR, all interest payments will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting that occurs more than five (5) Business Days after the date notice of such Benchmark Replacement is provided to the Lenders, without any amendment or further action or consent of any other party hereto or to any other 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 (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 payable on 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 Date is anticipated to be June 30, 2023monthly basis.

Benchmark Replacement. (a) Notwithstanding anything to the contrary herein or in any other 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or any other Credit Document. (b) Notwithstanding anything to the contrary herein or in any other Credit Document, and (y) if a the LC Issuer will have the right to make Benchmark Replacement is determined Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in accordance with clause (3) of the definition of “Benchmark Replacement” for any other Credit Document, any amendments implementing such Benchmark Replacement Date, such Benchmark Replacement Conforming Changes will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting that occurs more than five (5) Business Days after the date notice of such Benchmark Replacement is provided to the Lenders, become effective without any amendment or further action or consent of any other party hereto to this Agreement or any other Credit Document. (c) The LC Issuer will promptly notify the Guarantor of (1) any occurrence of a Benchmark Transition Event, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Credit Document, so long except, in each case, as expressly required pursuant to this Section 2.03. (d) Notwithstanding anything to the Administrative Agent has not receivedcontrary herein or in any other Credit Document, 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 at any time (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the negotiation 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 enforcement 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 ▇▇▇▇▇▇▇▇▇ 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” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (a) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (b) is not, or is no longer, subject to an announcement that it is 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 terms hereof 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 matters contemplated in this Section 2.07.10 (this “Section”). For purposes of this Section, to 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 used in this Agreement, or with respect to LIBOR with any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the public announcements on March 5composition or characteristics of any such alternative, 2021successor or replacement reference rate will be similar to, by or produce the ICE Benchmark Administration (IBA) and same value or economic equivalence of, the U.K. Financial Conduct Authority (FCA), that existing interest rate being replaced or have the IBA will permanently cease same volume or liquidity as did any interest rate prior to publish all remaining tenors of LIBOR on June 30, 2023, for which the related Benchmark Replacement Date is anticipated to be June 30, 2023its discontinuance or unavailability.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Credit 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, then (x1) if a Benchmark Replacement is determined in accordance with clause (1a)(i) or (2a)(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 Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y2) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m., New York City time, on the fifth (55th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs . (including reasonable attorneys’ feesB) incurred by Notwithstanding anything to the Administrative Agent contrary herein or in connection with any other Loan Document and subject to the negotiation or enforcement of the terms hereof or any related matters contemplated proviso below in this Section 2.07.10 (this “Section”). For purposes of this Sectionparagraph, any interest rate hedging agreement related to the loan evidenced hereby shall be excluded from the definition of if a “Credit Document”. The parties hereto acknowledge that a Benchmark Term SOFR 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 its related Benchmark Replacement Date is anticipated 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 June 30effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, 2023the 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. (A) Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, ” for purposes of this Section 10.6(b)(i)) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by Initial Revolving Lenders in the Administrative Agent in connection with the 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 case of a “Credit Document”. The parties hereto acknowledge that a Benchmark Transition Event has occurred Replacement with respect to LIBOR with the public announcements on March 5Initial Revolving Loans or Initial Revolving Loan Commitments or from Lenders comprising the Required Term D Lenders in the case of a Benchmark Replacement to the Term D Loans. (B) Notwithstanding anything to the contrary herein or in any other Loan Document, 2021, by the ICE Benchmark Administration (IBA) if a Term SOFR Transition Event 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 its related Benchmark Replacement Date is anticipated 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 June 30effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, 2023the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any agreement executed in connection with a 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 has occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark for any Currency, then (x) if a Benchmark Replacement is determined in accordance with (A) in the case of Term SOFR, clause (1a)(i) and (B) in the case of €STR or ▇▇▇▇▇, clause (2) b)(i), in either case, 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with (A) in the case of Term SOFR, clause (3a)(ii) and (B) in the case of €STR or ▇▇▇▇▇, clause (b)(ii), in either case, 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 Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, Loan Document so long as the Administrative Agent has not |US-DOCS\159511341907.1259.8|| received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Class Lenders. The Borrowers . (ii) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term RFR Transition Date has occurred prior to the Reference Time in respect of any setting of the then-current Benchmark consisting of a Daily Simple RFR for the applicable Currency, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark for the applicable Currency setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (ii) shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by not be effective unless the Administrative Agent in connection with the 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 has delivered to the loan evidenced hereby shall be excluded from Lenders and the definition of Borrower a “Credit Document”. The parties hereto acknowledge that a Benchmark Transition Event has occurred Term RFR Notice with respect to LIBOR with the public announcements on March 5applicable Term RFR Transition Event. For the avoidance of doubt, 2021, by the ICE Benchmark Administration (IBA) Administrative Agent shall not be required to deliver a Term RFR Notice after a Term RFR Transition Event and the U.K. Financial Conduct Authority (FCA), that the IBA will permanently cease may elect or not elect to publish all remaining tenors of LIBOR on June 30, 2023, for which the related Benchmark Replacement Date is anticipated to be June 30, 2023do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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, then (x) if with a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Transaction Document in respect of such Benchmark setting and subsequent Benchmark settingssettings without any. Any such amendment with respect to, without any amendment or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Transaction Document in respect of any Benchmark setting that occurs more than five at or after a Benchmark Transition Event will become effective at 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided to the LendersSeller, Purchasers and the Purchaser Agents without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit 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 Replacement Replacementamendment from Lenders Purchaser Agents comprising the Required Class LendersPurchaser Agents.(b) Term SOFR Transition Event. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by Notwithstanding anything to the Administrative Agent contrary herein or in connection with any other Transaction Document and subject to the negotiation or enforcement of the terms hereof or any related matters contemplated proviso below in this Section 2.07.10 (this “Section”). For purposes of this Sectionparagraph, any interest rate hedging agreement related to the loan evidenced hereby shall be excluded from the definition of if a “Credit Document”. The parties hereto acknowledge that a Benchmark Term SOFR 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 its related Benchmark Replacement Date is anticipated 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 June 30effective unless the Agent has delivered to the Seller, 2023the 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 its sole discretion. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 4.5(a) will occur prior to the applicable Benchmark Transition Start Date.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Credit Transaction Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related a Benchmark Replacement Date with respect thereto have occurred prior to the Reference Time in respect of connection with any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such the then-current Benchmark for all purposes hereunder under this Agreement and under any Credit other Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without requiring any amendment to, or requiring any further action by or consent of any other party hereto to, this Agreement or to any other Credit Transaction Document. (ii) Administrative Agent (if and as directed by the Requisite Lenders) will promptly notify all the parties hereto 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 (yiii) the effectiveness of any Benchmark Replacement Conforming Changes. (iii) Any determination, decision or election that may be made by the Administrative Agent or any Lenders pursuant to this Section 2.5, 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 without consent from any other party to this Agreement or any other Transaction Document. (iv) Notwithstanding anything to the contrary herein or in any other Transaction 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) and either (A) any tenor for such Benchmark Replacement is determined not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent (acting at the direction of the Requisite Lenders)may, in accordance consultation with clause the Borrower, modify by providing notice thereof (3which may be via email) of to the Borrower and the Lenders the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting ) that occurs more than five (5) Business Days after the date notice of such Benchmark Replacement is provided to the Lenders, without any amendment or further action or consent of any other party hereto or to any other 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 (including reasonable attorneys’ fees) incurred accessible by the Administrative Agent or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (acting at the direction of the Requisite Lenders) may modify by providing notice thereof (which may be via email) to the Borrower and the Lenders 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) The Administrative Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of the Term SOFR Reference Rate (or any other applicable Benchmark) or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of (except as directed by the Requisite Lenders), any termination date relating to the Term SOFR Reference Rate (or any other applicable Benchmark), (ii) to select determine or designate any alternative rate, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) to select, determine or designate any other modifier to any alternative rate or (iv) to determine whether or what alternative rate changes are necessary or advisable, if any, in connection with the negotiation or enforcement any of the terms hereof foregoing. The Administrative Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the Term SOFR Reference Rate (or any related matters other applicable Benchmark) and absence of a designated replacement benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any Lender, any Loan Party, the Collateral Agent or the Manager in providing any direction, instruction, notice or information required or contemplated in this Section 2.07.10 (this “Section”). For purposes by the terms of this SectionAgreement and reasonably required for the performance of such duties. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any interest rate hedging agreement liability with respect to, the administration, submission or any other matter related to any alternate replacement index to the loan evidenced hereby Term SOFR Reference Rate, including without limitation, whether the composition or characteristics of any such alternate replacement index to the Term SOFR Reference Rate will be similar to, or produce the same value or economic equivalence of, the Term SOFR Reference Rate or have the same volume or liquidity as did the Term SOFR Reference Rate prior to its discontinuance or unavailability. (vi) In no event shall be excluded from the definition Account Bank have any liability or obligation with respect to any determination of a “Credit Document”. The parties hereto acknowledge that (i) the occurrence of (A) a Benchmark Transition Event has occurred and (B) the Benchmark Replacement Date with respect thereto, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes or (iv) any other determination, decision or election that may be made by pursuant to this Section 2.5. (vii) In no event shall the Collateral Agent or Account Bank have any liability or obligation with respect to LIBOR with any monitoring, verification or determination of (i) the public announcements on March 5, 2021, by occurrence of (A) a Benchmark Transition Event and (B) 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 Date is anticipated with respect thereto, (ii) the selection, designation or implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes or (iv) liability for any failure or delay in performing its duties hereunder as a result of the Benchmark Replacement or a successor or replacement reference rate, or (v) unavailability of a failure or delay in the selection or determination of Term SOFR or any other determination, decision or election that may be made by pursuant to be June 30, 2023this Section 2.5.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document, ” for purposes of this Section 2.13(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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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 Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Requisite Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 If an Unadjusted Benchmark Replacement Date is anticipated to Daily Simple SOFR, all interest payments will be June 30, 2023payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 5.8(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 in inwith respect of ofto any setting of the then-current Benchmark, then (x) if the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New 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 Days Day 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 hereto to, this Agreement or to any other Credit Document, Loan 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection No replacement of a Benchmark with the negotiation or enforcement of the terms hereof or any related matters contemplated in a Benchmark Replacement pursuant to this Section 2.07.10 (this “Section”). For purposes of this Section, any interest rate hedging agreement related 5.8(c)(i)(A) will occur prior to the loan evidenced hereby shall be excluded from the definition of a “Credit Document”. The parties hereto acknowledge that a applicable 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 Date is anticipated to be June 30, 2023Start Date.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Credit 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs . (including reasonable attorneys’ feesB) incurred by the Administrative Agent in connection with the 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 Notwithstanding anything to the loan evidenced hereby shall be excluded from the definition of contrary herein or in any other Loan Document, if a “Credit Document”. The parties hereto acknowledge that a Benchmark Term SOFR 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 its related Benchmark Replacement Date is anticipated 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 June 30effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, 2023the 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 Credit 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, then (x1x) if a Benchmark Replacement is determined in accordance with clause (1a)(i) or (2a)(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 Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y2y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m., (5New York City time,) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided to the Lenders, affected Lenders without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 the Required Class Lenders. The Borrowers shall pay If the Benchmark Replacement is Daily Simple SOFR, all out-of-pocket costs interest payments will be payable on a monthly basis. (including reasonable attorneys’ feesB) incurred by Notwithstanding anything to the Administrative Agent contrary herein or in connection with any other Loan Document and subject to the negotiation or enforcement of the terms hereof or any related matters contemplated proviso below in this Section 2.07.10 (this “Section”). For purposes of this Sectionparagraph, any interest rate hedging agreement related to the loan evidenced hereby shall be excluded from the definition of if a “Credit Document”. The parties hereto acknowledge that a Benchmark Term SOFR 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 its related Benchmark Replacement Date is anticipated 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 June 30effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, 2023the 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. (A) Notwithstanding anything to the contrary herein or in any other Credit Loan Document, if a Dollar Benchmark Transition Event or an a Dollar Early Opt-in Election, as applicable, and its related Dollar Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkBenchmark for Credit Extensions denominated in Dollars, then with respect to all such Credit Extensions (x1) if a Benchmark Replacement is determined in accordance with clause (1a)(i) or (2a)(ii) of the definition of “Benchmark Replacement” for such Dollar Benchmark Replacement Date, such Benchmark 4839-3568-8659 v.44820-4713-6753 v.6 Replacement will replace such 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 further action or consent of any other party to, this Credit 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 Dollar Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such 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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Credit Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs . (including reasonable attorneys’ feesB) incurred by Notwithstanding anything to the Administrative Agent contrary herein or in connection with any other Loan Document, if a Term SOFR Transition Event and its related Dollar Benchmark Replacement Date have occurred prior to the negotiation or enforcement Reference Time in respect of any setting of the terms hereof or any related matters contemplated then-current Benchmark for Credit Extensions denominated in this Section 2.07.10 (this “Section”). For purposes of this SectionDollars, 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 then with respect to LIBOR with all such Credit Extensions, the public announcements on March 5applicable 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, 2021without any amendment to, by or further action or consent of any other party to, this Credit Agreement or any other Loan Document; provided that this clause (B) shall not be effective unless Administrative Agent has delivered to the ICE Benchmark Administration (IBA) Lenders and the U.K. Financial Conduct Authority (FCA)Borrowers a Term SOFR Notice. For the avoidance of doubt, that the IBA will permanently cease Administrative Agent shall not be required to publish all remaining tenors of LIBOR on June 30, 2023, for which the related Benchmark Replacement Date is anticipated to be June 30, 2023deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in contained herein, (i) if at any other Credit Documenttime the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes ofherein, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement and (ii) the “LC Participation Fee” (as defined in the applicable Fee Letter) shall not be amended solely in connection with selecting any replacement indexy) if a Benchmark Replacement is determined in accordance with this Section 5.06.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 Credit Document in respect of such 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 Credit Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided to the Lenders, Group Agents without any amendment to, or further action or consent of any other party hereto or to any other Credit Documentto, this Agreement so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders Group Agents comprising the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023Majority Group Agents.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document, 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 the then-current BenchmarkDate, then (xA) if a Benchmark Replacement is determined in accordance with clause (1) 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 Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit DocumentLoan Document and the definition of “Adjusted Term SOFR” shall be deemed modified to delete the addition of the Term SOFR Index Adjustment to Term SOFR for any calculation, and (yB) if a Benchmark Replacement is determined in accordance with clause (3b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, Agent and the Borrowers may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement, and any such Benchmark Replacement amendment will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting that occurs more than five become effective at 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after Agent has posted such proposed amendment to all Banks and the date notice of such Benchmark Replacement is provided to the Lenders, without any amendment or further action or consent of any other party hereto or to any other Credit Document, Borrowers so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement amendment from Lenders Banks comprising the Required Class LendersBanks. The Borrowers Unless and until a Benchmark Replacement is effective in accordance with this Section 3.03(b), (i) all Loans denominated in Dollars shall pay be converted into Base Rate Loans and (ii) all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent Loans denominated in connection any Alternate Currency shall be converted to Base Rate Loans denominated in Dollars, in each case in accordance with the negotiation or enforcement provisions of the terms hereof or any related matters contemplated in this Section 2.07.10 (this “Section”3.03(a). 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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 , the Agent and the Borrower may amend this Agreement to replace the then-current Benchmark, then (x) if with a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (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 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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided to the LendersLenders without anyAgent has posted such proposed amendment to, without any amendment or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection No replacement of a Benchmark with the negotiation or enforcement of the terms hereof or any related matters contemplated in a Benchmark Replacement pursuant to this Section 2.07.10 (this “Section”). For purposes of this Section, any interest rate hedging agreement related 11.6(a) will occur prior to the loan evidenced hereby shall be excluded from the definition of a “Credit Document”. The parties hereto acknowledge that a applicable 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 Date is anticipated to be June 30, 2023Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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 3.4.4 [Benchmark Replacement Setting]), if a Benchmark Transition Event or 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 BenchmarkBenchmark for any Currency, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5Pittsburgh time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document, if upon the occurrence of (and any Hedge Agreement shall be deemed not to be a “Credit Document” for purposes of this Section 2.15(c)), a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower Representative may amend this Agreement to replace Adjusted LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 2:00and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. on the fifth (55th) Business Days Day after Administrative Agent has posted such proposed amendment to all Lenders and the Borrower Representative so long asthe 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 hereto to, this Agreement or to any other Credit Document, 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 the Required Class Requisite Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Requisite Lenders have delivered to Administrative Agent written notice that such Requisite Lenders accept such amendment. No replacement of Adjusted 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 a Benchmark Replacement Date is anticipated pursuant to be June 30, 2023this Section 2.15(c) will occur prior to the applicable Benchmark Transition Start Date.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Derivatives Contract shall be deemed not to be a “Loan Document” for purposes of this Section 4.2.(b)) 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 inwith respect of ofto any setting of the then-current Benchmark, then (x) if ifthe Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (55th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, Loan 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.- 68 - LEGAL02\42427047.v4

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Transaction Document, upon the occurrence of a Benchmark if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and the Deal Agent may amendand its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then then, (x) if a Benchmark Replacement is determined in accordance with clause (12) 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 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 Credit Transaction Document in respect of any such Benchmark setting that occurs more than five (5) Business Days 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 hereto or to, this Agreement to replace LIBOR withor any other Credit DocumentTransaction Document and (y) if a Benchmark Replacement. Any such amendment will become effective is determined in accordance with clause (1) or (4) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of any Benchmark setting at or after 5:00 ▇.▇.▇▇ on the tenthfirst (10th1st) Business Day after the Deal Agent hasdate notice of such Benchmark Replacement is provided such proposed amendment to the Borrower without any amendment to, or further action or consent of the Borrower, so long as the Administrative Deal 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 (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 amendment from the definition of a “Credit Document”. The parties hereto acknowledge that a Benchmark Transition Event has occurred Borrower if such amendment is with respect to an Early Opt-in Election. No replacement of LIBOR with aany other party to, this Agreement or any other Transaction Document; provided that if such Benchmark Replacement will replace the public announcements on March 5, 2021, by then-current Benchmark during an Interest Period pursuant to the ICE provisions of this Section 2.14 will occur prior to the applicable Benchmark Administration Transition Start Date.clause (IBA) and the U.K. Financial Conduct Authority (FCAa), that then such replacement will be postponed until the IBA will permanently cease to publish all remaining tenors first setting of LIBOR on June 30, 2023, for which the related Benchmark Replacement Date is anticipated applicable to be June 30the immediately following Interest Period, 2023.which will result in the temporary occurrence of a Benchmark Unavailability Period

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Credit 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, then (xA) if a Benchmark Replacement is determined in accordance with clause (1a) or (2b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto or to any other Credit Documentto, this Agreement and (yB) if a Benchmark Replacement is determined in accordance with clause (3c) 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 any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto or to any other Credit Documentto, this Agreement 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 . (including reasonable attorneys’ feesii) incurred by Notwithstanding anything to the Administrative Agent in connection with contrary herein and subject to the negotiation or enforcement of the terms hereof or any related matters contemplated proviso below in this Section 2.07.10 clause (this “Section”ii). 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 solely with respect to LIBOR with the public announcements on March 5Advances denominated in Dollars, 2021, by the ICE Benchmark Administration (IBA) if a Term SOFR Transition Event 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 its related Benchmark Replacement Date is anticipated 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; provided that this clause (ii) shall not be June 30effective unless the Administrative Agent has delivered to the Lenders and PMI a Term SOFR Notice. For the avoidance of doubt, 2023the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document (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, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. on the fifth (55th) Business Days Day after the date notice of such Benchmark Replacement is provided to the Lenders, affected Lenders without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay If an Unadjusted Benchmark Replacement is Daily Simple SOFR, all out-of-pocket costs interest payments will be payable on a quarterly basis. (including reasonable attorneys’ feesB) incurred by the Administrative Agent in connection with the 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 Notwithstanding anything to the loan evidenced hereby shall be excluded from contrary herein or in any other Loan Document, if a Term SOFRupon the definition occurrence of a “Credit Document”. The parties hereto acknowledge that a Benchmark Transition Event has occurred with respect to LIBOR with Event, the public announcements on March 5, 2021, by the ICE Benchmark Administration (IBA) Agent 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 its related Benchmark Replacement Date is anticipated have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement willthe Borrower may amend this Agreement to replace the then-current Benchmark for all purposes hereunder or under any Loan Document inwith a Benchmark Replacement. Any such amendment with respect of suchto a 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 June 30effective unlessTransition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Agent has deliveredposted such proposed amendment to ▇▇▇▇▇▇ affected Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, 2023the Agentso long as the Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 3.6(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 Credit 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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 Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 If an Unadjusted Benchmark Replacement Date is anticipated to Daily Simple SOFR, all interest payments will be June 30, 2023payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(i) or (2a)(ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Transaction Document upon delivery by the Administrative Agent of notice pursuant to Section 2.26(c) hereunder and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(iii) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate and such Benchmark, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Transaction Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date on which notice of such Benchmark Replacement is provided to the Lenders, Lenders without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Required Class Lendersaggregate Commitments then in effect (or, after the end of the Reinvestment Period, the Advances Outstanding). The Borrowers shall pay 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 applicable then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all out-of-pocket costs (including reasonable attorneys’ fees) incurred 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 in connection with of notice pursuant to Section 2.26(c) hereunder; provided USActive 52762757.39.docx52762757.44 80 that this paragraph shall not be effective unless the negotiation or enforcement of Administrative Agent has delivered to the terms hereof or any related matters contemplated in this Section 2.07.10 (this “Section”)Lenders and the Borrower a Term SOFR Notice. For purposes the avoidance of this Sectiondoubt, any interest rate hedging agreement related the Administrative Agent shall not be required to the loan evidenced hereby shall be excluded from the definition of deliver a “Credit Document”. The parties hereto acknowledge that Term SOFR Notice after a Benchmark Term SOFR Transition Event has occurred with respect and may elect or not elect 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 Date is anticipated to be June 30, 2023do so in its sole discretion.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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, then (x) if with a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateDate or in connection with an Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Facility Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Facility Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) 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 all purposes hereunder and under any Credit Facility Document in respect of any Benchmark setting that occurs more than five at or after. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection No replacement of a Benchmark with the negotiation or enforcement of the terms hereof or any related matters contemplated in a Benchmark Replacement pursuant to this Section 2.07.10 (this “Section”). For purposes of this Section, any interest rate hedging agreement related 2.18(a) will occur prior to the loan evidenced hereby shall be excluded from the definition of a “Credit Document”. The parties hereto acknowledge that a applicable 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 Date is anticipated to be June 30, 2023Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Other Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be an “Other Document” solely for purposes of this Section 3.8(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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Other Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Other Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto or to any other Credit Documentto, 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 Credit Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto or to any other Credit Documentto, this Agreement 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 If (including reasonable attorneys’ feesi) incurred by the Administrative Agent in connection with the 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 Replacement Date 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 applicable Benchmark Replacement on such Benchmark Replacement Date is a Benchmark Replacement other than the sum of: (FCA), that the IBA will permanently cease to publish all remaining tenors of LIBOR on June 30, 2023, for which a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR and the Borrower 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 Borrower, 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 Borrower and Lenders with written notice that from and after a date identified in such notice: (i) a Benchmark Replacement Date is anticipated shall be deemed to have occurred, the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be June 30a Benchmark Replacement determined in accordance with clause (1) of the definition of “Benchmark Replacement” in this Section 2.22; provided, 2023however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is 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 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 applicable provisions set forth in this Section 2.22 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 2.22.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any swap agreement shall be deemed not to be a “Loan Document” for purposes of this Section 3.7), if ifupon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of of, Administrative Agent may amend this Agreement to replace the then-current Benchmark, then (x) if with a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “"Benchmark Replacement” " for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m.. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, Loan DocumentAdministrative Agent has posted such proposed amendment to all affected Lenders and 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection No replacement of a Benchmark with the negotiation or enforcement of the terms hereof or any related matters contemplated in a Benchmark Replacement pursuant to this Section 2.07.10 (this “Section”). For purposes of this Section, any interest rate hedging agreement related 3.7 will occur prior to the loan evidenced hereby shall be excluded from the definition of a “Credit Document”. The parties hereto acknowledge that a applicable 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 Date is anticipated to be June 30, 2023Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document, , upon the occurrence of (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 1.10(a)) if a Benchmark Transition Event or or, an Early Opt-in Election as applicable, the Agent and the Lead Borrower may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment will become effective or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any Benchmark setting that occurs more than five 9656966v810314033v12 at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the Agent has posted such proposed to all and the Lead Borrower date notice of such Benchmark Replacement is provided to the Lenders, Lenders without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Class LendersLenders of each Class. The Borrowers shall pay If an Unadjusted Benchmark Replacement Rate is SOFR Average, all out-of-pocket costs interest payments will be on a monthly basis. (including reasonable attorneys’ feesii) incurred by the Administrative Agent in connection with the 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 Notwithstanding anything to the loan evidenced hereby shall be excluded from the definition of contrary herein or in any other Loan Document, if a “Credit Document”. The parties hereto acknowledge that a Benchmark Term SOFR 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 its related Benchmark Replacement Date is anticipated 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 June 30effective unless the Agent has delivered to the Lenders and the Lead Borrower a Term SOFR Notice. For the avoidance of doubt, 2023the Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its reasonable discretion (after consultation with the Lead Borrower).

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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, then then, (x) if a Benchmark Replacement is determined in accordance with clause (1) or (22a) 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 and 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 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 Credit Document or in respect of such 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 connection with an Early Opt-in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement DateElection, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided to the Lenders, Lenders without any amendment to this Agreement or any other Loan Document, or further action or consent of the Borrower,any other party hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable monthly on the fifth day following the last day of each month. No swap agreement shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the negotiation or enforcement of the terms hereof or any related matters contemplated in this Section 2.07.10 (this constitute a “Section”). For Loan Document” 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 Date is anticipated to be June 30, 2023Section 2.11.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in in(a) any other Credit 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-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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, in each instance notwithstanding the requirements of Section 9.02 or anything else contained herein or in any other Loan Document, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Majority Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Credit Transaction Document, if a Benchmark Transition Event or 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Transaction Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days 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 hereto to, this Agreement or to any other Credit Document, Transaction Document so long as the Administrative Agent AgentAdministrator 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 Purchaser Agents. (including reasonable attorneys’ feesii) incurred by the Administrative Agent in connection with the 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 Notwithstanding anything to the loan evidenced hereby shall be excluded from the definition of contrary herein or in any other Transaction Document, if a “Credit Document”. The parties hereto acknowledge that a Benchmark Term SOFR 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 its related Benchmark Replacement Date is anticipated have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document; provided that this clause (ii) shall not be June 30effective unless the Administrator has delivered to the Purchasers and the Seller a Term SOFR Notice. For the avoidance of doubt, 2023the 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 Credit Transaction Document, if a Benchmark Transition Event or Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 other Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit other Transaction Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided to the Lenders, Co-Agents without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the negotiation or enforcement any of the terms hereof or any related matters contemplated in this Section 2.07.10 Co-Agents. (this “Section”). For purposes of this Section, any interest rate hedging agreement related ii) Notwithstanding anything to the loan evidenced hereby shall be excluded from the definition of contrary herein or in any other Transaction Document, if a “Credit Document”. The parties hereto acknowledge that a Benchmark Term SOFR 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 its related Benchmark Replacement Date is anticipated 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 June 30effective unless the Administrative Agent has delivered to the Borrower a Term SOFR Notice. For the avoidance of doubt, 2023.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. 2

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Other Document (and any agreement executed in connection with an Interest Rate Hedge shall be deemed not to be an “Other Document” solely for purposes of this Section 3.8(b)), if a Benchmark Transition Event or 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Other Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Other Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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 Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark, then (x) if with a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Loan Document in respect of any Benchmark setting that occurs more than five setting. Any such amendment with respect to a Benchmark Transition Event will become effective at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, Loan 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs If (including reasonable attorneys’ feesi) incurred by the Administrative Agent in connection with the 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 Replacement Date has occurred with respect to LIBOR with for the public announcements on March 5, 2021, by the ICE Benchmark Administration (IBA) LIBO Rate and the U.K. Financial Conduct Authority applicable Benchmark Replacement on such Benchmark Replacement Date for the LIBO Rate is a Benchmark Replacement other than the sum of: (FCA), that the IBA will permanently cease to publish all remaining tenors of LIBOR on June 30, 2023, for which a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in 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 is anticipated shall be deemed to have occurred, the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be June 30a Benchmark Replacement determined in accordance No replacement of a Benchmark with clause (a)(1) of the definition of “a Benchmark Replacement” under pursuant to this Section 2.08; provided, 2023however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement (for 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 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 applicable provisions set forth in this Section 2.08 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 clauses (b) and (f) of this Section 2.08 will occur prior to the applicable Benchmark Transition Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document, upon the occurrence of (and any Hedging Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 8.01), if a Benchmark Transition Event, Term SOFR Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m.and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 P.M. (5New York City time) on the fifth (5th) Business Days Day after the date Administrative Agent has posted such proposed amendment to all Lenders and the Borrowerdate notice of such Benchmark Replacement is provided to the Lenders, Lenders without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 the Required Class Lenders. The Borrowers shall pay all outAny such amendment with respect to an Early Opt-of-pocket costs (including reasonable attorneys’ fees) incurred by in Election will Conformed Credit Agreement - Page 114 ‌ 140760.01015/126600145v.2 ‌ ​ become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBO Rate with a Benchmark Replacement pursuant to this Section 8.01(b) will occur prior to the applicable Benchmark Transition Start Date. (c) Notwithstanding anything to the contrary herein or in connection with any other Loan Document and subject to the negotiation or enforcement of the terms hereof or any related matters contemplated proviso below in this Section 2.07.10 (this “Section”). For purposes of this Sectionparagraph, 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 if an Term SOFR 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 its related Benchmark Replacement Date is anticipated have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (c) shall not be June 30, 2023effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Documentthe Other Documents, if the Agent determines that a Benchmark Transition Event or an Early Opt-in ElectionEvent has occurred with respect to any LIBOR Quoted Currency or any other Optional Currency, as applicable, the Agent and its related Benchmark Replacement Date have occurred prior the Borrowers may amend this Agreement to replace the Reference Time in respect of any setting of the then-current Benchmark, then (x) if applicable LIBOR Rate with a Benchmark Replacement is determined in accordance with clause Replacement; and any such amendment will become effective at 5:00 p.m. New York City time on the fifth (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such 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 Credit Document in respect of any Benchmark setting that occurs more than five (55th) Business Days Day after the date notice of Agent has provided such Benchmark Replacement is provided proposed amendment to the all Lenders, without any amendment or further action or consent of any other party hereto or to any other Credit 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by Until the Administrative Agent in connection with the 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 applicable Benchmark Transition Event has occurred 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 public announcements on March 5applicable LIBOR Rate; provided, 2021however, by the ICE during a Benchmark Administration Unavailability Period with respect to any LIBOR Quoted Currency or any other Optional Currency, as applicable, (IBAi) and the U.K. Financial Conduct Authority (FCA)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 the IBA will permanently cease to publish all remaining tenors of LIBOR on June 30, 2023, for which the related Benchmark Replacement Date is anticipated has not yet gone into effect shall be deemed to be June 30a selection of, 2023conversion to or renewal of a Domestic Rate Loan in the Dollar Equivalent amount of 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 Dollar Equivalent amount of such Loan at the 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 the LIBOR Rate will not be used in any determination of the Alternate Base Rate.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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, then (x) if with a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (55th) Business Days Day after the date notice of such Benchmark Replacement is provided to the LendersLenders without anyAgent has posted such proposed amendment to, without any amendment or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection No replacement of a Benchmark with the negotiation or enforcement of the terms hereof or any related matters contemplated in a Benchmark Replacement pursuant to this Section 2.07.10 (this “Section”). For purposes of this Section, any interest rate hedging agreement related 3.8(i) will occur prior to the loan evidenced hereby shall be excluded from the definition of a “Credit Document”. The parties hereto acknowledge that a applicable 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 Date is anticipated to be June 30, 2023Start Date.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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 4.4(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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Transaction Document, if upon the occurrence ofif a Benchmark Transition Event or an Early Opt-in ElectionEvent has occurred, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace Adjusted LIBOR or LMIR with aand its related Benchmark Replacement Replacement; and any such amendment will become effective at Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit 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 hasdate notice of such Benchmark setting and subsequent Benchmark settings, Replacement is provided such proposedto the Lenders without any amendment to all Lenders,, or further action or consent of any other party hereto to, this Agreement 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 Credit Transaction Document in respect of any Benchmark setting that occurs more than five (5) Business Days after the date notice of such Benchmark Replacement is provided to the Lenders, without any amendment or further action or consent of any other party hereto or to any other Credit 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 the Required Class Majority Lenders. The Borrowers shall pay all out-Until the Benchmark Replacement is effective, each advance, conversion and renewal of a Loan bearing interest by reference to Adjusted LIBOR or LMIR will continue to bear 749303375 18569090 interest with reference to Adjusted LIBOR or LMIR, as applicable; provided, however, that during a Benchmark Unavailability Period (i) any pending selection of-pocket costs (including reasonable attorneys’ fees) incurred , conversion to or renewal of a Loan bearing interest by reference to Adjusted LIBOR or LMIR, as applicable, that has not yet gone into effect may be revoked by the Administrative Agent in connection with the negotiation Borrower and if not so revoked, shall be deemed to be a selection of, conversion to or enforcement of the terms hereof or any related matters contemplated in this Section 2.07.10 renewal of, (this “Section”). For purposes of this Section, any interest rate hedging agreement related A) solely to the loan evidenced hereby shall be excluded from extent that PNC is a lender under the definition of a “Credit Document”. The parties hereto acknowledge that a Benchmark Transition Event has occurred Agreement at such time, the Credit Agreement Replacement Rate, if any, and, (B) otherwise, the Base Rate, in each case, with respect to such Loan, and such Loan shall bear interest by reference to the Credit Agreement Replacement Rate or the Base Rate, as applicable (rather than by reference to Adjusted LIBOR with the public announcements on March 5or LMIR, 2021, by the ICE Benchmark Administration (IBA) and the U.K. Financial Conduct Authority (FCAas applicable), and (ii) all outstanding Loans bearing interest by reference to Adjusted LIBOR or LMIR, as applicable, shall automatically be converted to bear interest by reference to, (A) solely to the extent that PNC is a lender under the IBA will permanently cease Credit Agreement at such time, the Credit Agreement Replacement Rate, if any, and, (B) otherwise, the Base Rate at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to publish all remaining tenors of lawfully maintain such affected Loan bearing interest by reference to Adjusted LIBOR on June 30or LMIR, 2023, for which the related Benchmark Replacement Date is anticipated to be June 30, 2023as applicable).

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document, ” for purposes of this Section 10.6(b)(i)) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Initial Revolving Lenders. The Borrowers shall pay all out-of-pocket costs . (including reasonable attorneys’ feesB) incurred by the Administrative Agent in connection with the 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 Notwithstanding anything to the loan evidenced hereby shall be excluded from the definition of contrary herein or in any other Loan Document, if a “Credit Document”. The parties hereto acknowledge that a Benchmark Term SOFR 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 its related Benchmark Replacement Date is anticipated 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 June 30effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, 2023the 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 Credit Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.12(b)), if a Benchmark Transition Event or Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(3) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 If an Unadjusted Benchmark Replacement Date is anticipated to Daily Simple SOFR, all interest payments will be June 30, 2023payable on a quarterly basis.

Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Bank Product Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.3(j)), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1i)(A) or (2i)(B) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3i)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. on the fifth (55th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs . (including reasonable attorneys’ feesB) incurred by the Administrative Agent in connection with the 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 Notwithstanding anything to the loan evidenced hereby shall be excluded from the definition of contrary herein or in any other Loan Document, if a “Credit Document”. The parties hereto acknowledge that a Benchmark Term SOFR 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 its related Benchmark Replacement Date is anticipated 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 June 30effective unless the Agent has delivered to the Lenders and the Borrower Agent a Term SOFR Notice. For the avoidance of doubt, 2023the 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 Credit Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.14(c)) if, if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of of, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark, then (x) if with a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New 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 Days Day 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 hereto to, this Agreement or to any other Credit Document, Loan 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection No replacement of a Benchmark with the negotiation or enforcement of the terms hereof or any related matters contemplated in a Benchmark Replacement pursuant to this Section 2.07.10 (this “Section”). For purposes of this Section, any interest rate hedging agreement related 2.14(c)(i) will occur prior to the loan evidenced hereby shall be excluded from the definition of a “Credit Document”. The parties hereto acknowledge that a applicable 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 Date is anticipated to be June 30, 2023Start Date.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Credit Loan Document, if if: (i) (A) a Benchmark Transition Event or or, as the case may be, an Early Opt-in Election, as applicable, Election and its related (B) a Benchmark Replacement Date with respect thereto have occurred prior to the Reference Time in respect of connection with any setting of the then-current Benchmark, then then: (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such the then-current Benchmark for all purposes hereunder under this Agreement and under any Credit other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without requiring any amendment to, or requiring any further action by or consent of any other party hereto to, this Agreement or to any other Credit 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 the then-current Benchmark for all purposes hereunder under this Agreement and under any Credit other Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided to the Lenders, Lenders without requiring any amendment to, or requiring any further action by or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs ; or (including reasonable attorneys’ feesii) incurred by the Administrative Agent in connection with the 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) a Benchmark Transition Event has occurred with respect to LIBOR with or, as the public announcements on March 5case may be, 2021, by the ICE Benchmark Administration (IBA) an Early Opt-in Election 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 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 anticipated to be June 30, 2023.being determined in accordance with clauses (2) or (3) of the definition of “Benchmark Replacement”; and

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Transaction Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, has and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (xxA) if a Benchmark Replacement is determined in accordance with clause (1) or of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any 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 and (B) 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 Credit Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Transaction Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided to the Lenders, Purchaser Agents without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Transaction Document so long as the Administrative Agent Administrator has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders Purchasers comprising the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023Majority Purchaser Agents.

Benchmark Replacement. (a) Notwithstanding anything to the contrary herein or in any other 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or any other Credit Document. (b) Notwithstanding anything to the contrary herein or in any other Credit Document, and (y) if a the LC Issuer will have the right to make Benchmark Replacement is determined Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in accordance with clause (3) of the definition of “Benchmark Replacement” for any other Credit Document, any amendments implementing such Benchmark Replacement Date, such Benchmark Replacement Conforming Changes will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting that occurs more than five (5) Business Days after the date notice of such Benchmark Replacement is provided to the Lenders, become effective without any amendment or further action or consent of any other party hereto to this Agreement or any other Credit Document. (c) The LC Issuer will promptly notify the Guarantor of (1) any occurrence of a Benchmark Transition Event, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Credit Document, so long except, in each case, as expressly required pursuant to this Section 2.03. (d) Notwithstanding anything to the Administrative Agent has not receivedcontrary herein or in any other Credit Document, 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 at any time (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the negotiation 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 enforcement 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 ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the LC Issuer may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (a) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (b) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the LC Issuer may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (e) Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, including any determination with respect to a tenor, rate or adjustment or of the terms hereof 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 matters contemplated in this Section 2.07.10 (this “Section”). For purposes of this Section, to 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 used in this Agreement, or with respect to LIBOR with any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the public announcements on March 5composition or characteristics of any such alternative, 2021successor or replacement reference rate will be similar to, by or produce the ICE 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. The LC Issuer and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Administration Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Guarantor. The LC Issuer may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Guarantor or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (IBA) whether in tort, contract or otherwise and the U.K. Financial Conduct Authority (FCAwhether at law or in equity), that the IBA will permanently cease to publish all remaining tenors for any error or calculation of LIBOR on June 30, 2023, for which the related Benchmark Replacement Date is anticipated to be June 30, 2023any such rate (or component thereof) provided by any such information source or service.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document, if upon the occurrence ofif a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Agent and the Borrowers may amend this Agreement toand its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace LIBOR with asuch Benchmark Replacement. Any such Benchmark for amendment withfor all purposes hereunder and under any Credit Loan Document in respect toof aany Benchmark Transition Event will become effectivesetting at or after 5:00 p.m. (ChicagoNew York City time) on the fifth (5th) Business Day after the Agent has posted such proposed amendmentdate notice of such Benchmark setting Replacement is provided to allthe Lenders and subsequent Benchmark settings, without the Borrowerswithout any amendment to, or further action or consent of any other party hereto to, this Agreement 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 Credit Loan Document in respect of any Benchmark setting that occurs more than five (5) Business Days after the date notice of such Benchmark Replacement is provided to the Lenders, without any amendment or further action or consent of any other party hereto or to any other Credit 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 the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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; provided that, 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 any proposed amendment containing a SOFR-Based Rate, the Required Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising (or, in the case of a Benchmark affecting fewer than all of the Facilities, the Required Facility Lenders have delivered to the Agent written notice that suchfor the applicable Facility or Facilities (voting together as one Facility) in lieu of the Required Lenders accept such amendment. No replacement of 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 a Benchmark Replacement Date is anticipated pursuant to be June 30, 2023this Section 2.14 will occur prior to the applicable Benchmark Transition Start Date).

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Secured Hedge Agreement shall be deemed not to be a “Loan Document, ” for purposes of this Section 2.13(g)) if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(i) or (2a)(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 Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document (and, for the avoidance of doubt, any Hedge Agreement shall be deemed not to be a “Credit Document” for purposes of this subclause (f) 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Credit Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit 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 the Required Class Requisite Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.16), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, 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 Benchmarkthe Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after 5:00 p.m. (5New York CityChicago, Illinois time) on the fifth (5th) Business Days Day 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 hereto to, this Agreement or to any other Credit Document, 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 Class Lenders. The Borrowers shall pay all out-of-pocket costs . (including reasonable attorneys’ feesd) incurred by Notwithstanding anything to the Administrative Agent contrary herein or in connection with any other Loan Document and subject to the negotiation or enforcement of the terms hereof or any related matters contemplated proviso below in this Section 2.07.10 (this “Section”). For purposes of this Sectionparagraph, any interest rate hedging agreement related to the loan evidenced hereby shall be excluded from the definition of if a “Credit Document”. The parties hereto acknowledge that a Benchmark Term SOFR 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 its related Benchmark Replacement Date is anticipated 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 (d) shall not be June 30effective unless the Agent has delivered to the Lenders and the Parent Borrower a Term SOFR Notice. For the avoidance of doubt, 2023the 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. (a) Notwithstanding anything to the contrary herein or in any other 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or any other Credit Document. (b) Notwithstanding anything to the contrary herein or in any other Credit Document, and (y) if a the LC Issuer will have the right to make Benchmark Replacement is determined Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in accordance with clause (3) of the definition of “Benchmark Replacement” for any other Credit Document, any amendments implementing such Benchmark Replacement Date, such Benchmark Replacement Conforming Changes will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting that occurs more than five (5) Business Days after the date notice of such Benchmark Replacement is provided to the Lenders, become effective without any amendment or further action or consent of any other party hereto to this Agreement or any other Credit Document. (c) The LC Issuer will promptly notify the Guarantor of (1) any occurrence of a Benchmark Transition Event, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (5) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the LC Issuer pursuant to this Section 2.03, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Credit Document, so long except, in each case, as expressly required pursuant to this Section 2.03. (d) Notwithstanding anything to the Administrative Agent has not receivedcontrary herein or in any other Credit Document, 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 at any time (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the negotiation 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 enforcement 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” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (a) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (b) is not, or is no longer, subject to an announcement that it is 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 terms hereof 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 matters contemplated in this Section 2.07.10 (this “Section”). For purposes of this Section, to 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 used in this Agreement, or with respect to LIBOR with any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the public announcements on March 5composition or characteristics of any such alternative, 2021successor or replacement reference rate will be similar to, by or produce the ICE Benchmark Administration (IBA) and same value or economic equivalence of, the U.K. Financial Conduct Authority (FCA), that existing interest rate being replaced or have the IBA will permanently cease same volume or liquidity as did any interest rate prior to publish all remaining tenors of LIBOR on June 30, 2023, for which the related Benchmark Replacement Date is anticipated to be June 30, 2023its discontinuance or unavailability.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto or to any other Credit Documentto, this Agreement 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 Credit Document in respect of any Benchmark - 29 - setting that occurs more than five at or after 5:00 p.m. (5New York City time) on the fifth (5th) Business Days Day after the date notice of such Benchmark Replacement is provided to the Lenders, Borrower and the Administrative Agent without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Related Document so long as the Administrative Agent Liquidity Facility Provider has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Class LendersBorrower. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by If the Administrative Agent in connection with the 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 Date is anticipated to Daily Simple SOFR, all interest payments will be June 30, 2023payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Credit Loan Document, if <if>upon the occurrence of a Benchmark Transition Event 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 Administrative Borrower may amend this Agreement to replace the then-current Benchmark<, then (xa) if if> with a Benchmark Replacement Replacement< is determined in accordance with clause (1a) or (2b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto or to to, any other Credit Document, Loan Document and (yb) if a Benchmark Replacement is determined in accordance connection with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Datean Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any Benchmark setting that occurs more than five at or after>. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (55th) Business Days Day after <the date notice of such Benchmark Replacement is provided to the LendersLenders without any>Agent has posted such proposed amendment to <any Loan Document, without any amendment or further action or consent of any other party hereto or to to, any other Credit Document, Loan Document,>all Lenders and Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such <Benchmark Replacement Replacement>amendment from Lenders comprising the Required Class Lenders. The Borrowers shall pay all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 Date is anticipated to be June 30, 2023.

Benchmark Replacement. (i) Notwithstanding anything to the contrary herein or in any other Credit 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, then (x) if a Benchmark Replacement is determined in accordance with clause (1a)(1) or (2a)(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 Facility Document in respect of such Benchmark setting and subsequent Benchmark settings, settings without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Document, Facility Document and (y) if a Benchmark Replacement is determined in accordance with clause (3a)(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 Credit Facility Document in respect of any Benchmark setting that occurs more than five (5) Business Days after on the date notice agreed to by the Administrative Agent and the Seller. (ii) Notwithstanding anything to the contrary herein or in any other Facility 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 Facility Document in respect of such Benchmark Replacement is provided to the Lenderssetting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party hereto to, this Agreement or to any other Credit Facility Document, so long as ; provided that this clause (ii) shall not be effective unless the Administrative Agent has not receiveddelivered to the Seller a Term SOFR Notice. For the avoidance of doubt, 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 (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the 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 shall not be required to the loan evidenced hereby shall be excluded from the definition of deliver a “Credit Document”. The parties hereto acknowledge that Term SOFR Notice after a Benchmark Term SOFR Transition Event has occurred with respect and may elect or not elect 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 Date is anticipated to be June 30, 2023do so in its sole discretion.