Common use of LIBOR Successor Rate Clause in Contracts

LIBOR Successor Rate. Notwithstanding anything to the contrary herein or in any other loan document, if the ICE Benchmark Administration (or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will no longer be made available or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Unavailability Date”, then the Administrative Agent will, with the consent of Borrower, determine an alternate benchmark rate to replace LIBOR then in effect, giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market convention substitute rate of interest for LIBOR applicable to syndicated loans in the United States at such time (any such proposed rate, a “LIBOR Successor Rate”); provided that if any such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate to the Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. If no LIBOR Successor Rate has been determined hereunder and the LIBOR Unavailability Date has occurred, the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafter, the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified therein.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Document, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or the Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or thenthen existing convention for similar Dollar-prevailing market convention substitute rate of interest denominated syndicated credit facilities for LIBOR applicable to syndicated loans in the United States at such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to the all Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such the Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (ii) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (ii)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or thenthen existing convention for similar Dollar-prevailing market convention substitute rate of interest denominated syndicated credit facilities for LIBOR applicable to syndicated loans in the United States at such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (ii) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (ii)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Document, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Representative or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower Representative) that the Borrower Representative or the Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower Representative may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to the all Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender in writing and thereafterLender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods), and (ii) the Eurocurrency Rate component of the Base Rate shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (ii)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Company) that the Company or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Company may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Company unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Company and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods)) shall be suspended, and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, in the case of any request for a Borrowing of Eurocurrency Rate Loans, will be deemed to have converted any such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. CHAR1\1792192v4 Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”), then or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effect, giving due consideration to the benchmark (xif any) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (yincorporated therein) any evolving or then-prevailing market convention substitute rate of interest for LIBOR applicable to syndicated loans in the United States at such time (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming 4 Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. (e) Section 6.01 of the Credit Agreement is hereby amended to (i) delete “and” at the end of clause (a) thereof, (ii) delete the “.” at the end of clause (b) and substitute “; and” in lieu thereof and (iii) add a new clause (c) thereto to read as follows: (c) until such time, if any, that the Borrower has delivered a Compliance Certificate pursuant to Section 6.02(b) which indicates that the Senior Secured Leverage Ratio is less than or equal to 2.50 to 1.00, as soon as available, but in any event within thirty (30) days after the last day of each calendar month (commencing with the first fiscal month ending February 28, 2018), a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such month, and the related Consolidated statements of income or operations and cash flows for such month and for the portion of the Borrower’s current Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding month of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal period-end audit adjustments and the absence of footnotes; provided that, statements submitted in accordance with this Section 6.01(c) at the end of each quarter are to be considered preliminary and are subject to tax provision and other pre-filing adjustments, but will be updated pursuant to submission of final financial statements in accordance Sections 6.01(a) or (b), as applicable. 5 (f) Section 7.01(t) of the Credit Agreement is hereby amended to read as follows: (t) Cash collateral or other Liens securing letters of credit set forth on Schedule 7.03; and (g) All references to “Consolidated Total Assets” set forth in clauses (i), (k) and (l) of Section 7.02 shall be replaced with the defined term “Consolidated Tangible Assets”. (h) Section 7.02(j) of the Credit Agreement is hereby amended to read as follows: (j) Investments in Subsidiaries that are not Guarantors, other than those permitted by subsection (i) above, provided that (A) prior to such date (after the Fifth Amendment Effective Date), if any, that the Total Leverage Ratio is less than 4.00 to 1.00 for at least two consecutive Fiscal Quarters of the Borrower, the aggregate amount of such Investments, together with all other Investments made pursuant to Sections 7.02(i)(y), 7.02(k) and 7.02(l), does not exceed 5.0% of Consolidated Tangible Assets at any time outstanding and (B) from and after the date (after the Fifth Amendment Effective Date), if any, that the Total Leverage Ratio is less than 4.00 to 1.00 for at least two consecutive Fiscal Quarters of the Borrower, the aggregate amount of such Investments in Subsidiaries that are not Guarantors shall not exceed $7,500,000 at any time outstanding; (i) Section 7.03(b) of the Credit Agreement is hereby amended to read as follows: (b) Indebtedness outstanding as of the Seventh Amendment Effective Date and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (j) Section 7.13(a) of the Credit Agreement is hereby amended to read as follows: (a)

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Company) that the Company or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Company may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Company unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Company and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods)) shall be suspended, and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, in the case of any request for a Borrowing of Eurocurrency Rate Loans, will be deemed to have converted any such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. Notwithstanding anything If at any time the Agent determines that (i) Lenders representing the Majority Lenders are affected by any of the circumstances set forth in Section 6.7 and for a period of time which is unlikely to be temporary, or (ii) the contrary herein or in any other loan document, if administrator of the ICE Benchmark Administration (Libor Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with governmental authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will the Libor Rate shall no longer be made available or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Unavailability Date”rates for loans, then the Administrative Agent will, with and the consent of Borrower, determine Borrower shall negotiate in good faith to establish an alternate benchmark rate to replace LIBOR then in effect, giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market convention substitute rate of interest to the Libor Rate that is, at such time, broadly accepted as the prevailing recommended market practice for LIBOR applicable to syndicated loans in the United States at such time (any such proposed rate, a “LIBOR Successor Rate”)of this type; provided that that, if any such alternate rate is of interest shall be less than zero, the LIBOR Successor Rate such rate shall be deemed to be zero for the purposes of this Agreement. Such LIBOR Successor Rate Upon the Borrower and the Agent agreeing on such a rate, the Borrower and the Lenders party hereto shall enter into documentation to amend the provisions hereof to refer to such rate and make all other adjustments incidental thereto, provided that such amendment shall require the consent of the Majority Lenders, notwithstanding anything contrary set forth in Section 19.2. After a determination made pursuant to clause (i) or (ii) above, until an alternate rate of interest shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate to the Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in effect in accordance with this Section 2.14A6.8, the Administrative Agent (x) any drawdown request requesting a Libor Advance or any conversion request requesting to convert or continue any Loan as a Libor Advance shall be ineffective, and (y) the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor repay any outstanding Libor Advance or convert it as a Prime Rate and make any LIBOR Successor Rate Conforming Changes. If no LIBOR Successor Rate has been determined hereunder and the LIBOR Unavailability Date has occurredAdvance denominated in Dollars or US Dollars, the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafter, the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified thereinas applicable.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive and binding upon all parties hereto absent manifest error), or the Parent Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Parent Borrower) that the Parent Borrower or Required Lenders (as applicable) have determined (which determination likewise shall be conclusive and binding upon all parties hereto absent manifest error), that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (applicable currency; provided that, at the date time of such announcement statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or publication (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Parent Borrower may amend this Agreement to replace LIBOR with (x) one or more SOFR-Based Rates (with respect to Loans denominated in Dollars), or (iy) and (ii) above, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Unavailability Date”, then the Administrative Agent will, with the consent of Borrower, determine an another alternate benchmark rate to replace LIBOR then in effect, giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market existing convention substitute rate of interest for LIBOR applicable similar syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then-existing convention for similar syndicated loans credit facilities for such benchmarks which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the United States at such time (“Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”); provided that if , and any such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Parent Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon (A) in the effectiveness case of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement an amendment to replace LIBOR with a rate described in clause (x) above, object to the Adjustment, or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y) above, object to such amendment; provided that, for the avoidance of doubt, in the case of clause (A) above, the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that, to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesshall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Parent Borrower and each Lender in writing and thereafterLender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Loans or Interest Periods), and (ii) the Eurocurrency Rate component shall no longer be utilized in determining the Alternate Base Rate. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Loans (to the extent of the affected Eurodollar Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing borrowing of ABR Loans (subject to the foregoing clause (ii)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Lender determines (which determination shall be conclusive absent manifest error), or the Borrower notifies the Lender that the Borrower has determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested interest period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Lender has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in (such specific date, the U.S. syndicated loan market (the date of such announcement “Scheduled Unavailability Date”), or publication with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of (iii) abovesyndicated loans currently being executed, if anyor that include language similar to that contained in this Section, shall be hereafter referred are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Lender or receipt by the Lender of such notice, as applicable, the “Lender and the Borrower may amend this Agreement to replace LIBOR Unavailability Date”, then the Administrative Agent will, with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar U.S. dollar denominated syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent Lender shall have posted such proposed LIBOR Successor Rate amendment to the all Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming ChangesBorrower. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent Lender will promptly so notify the Borrower and each Lender in writing and thereafterBorrower. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periodsinterest periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periodsinterest periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified therein.31 4854-3834-3709, v. 14

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Parent Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Parent Borrower) that the Parent Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Parent Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effect, giving due consideration to the benchmark (xif any) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (yincorporated therein) any evolving or then-prevailing market convention substitute rate of interest for LIBOR applicable to syndicated loans in the United States at such time (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Parent Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Parent Borrower and each Lender in writing and thereafterLender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Loans or Interest Periods), and (ii) the Eurocurrency Rate component shall no longer be utilized in determining the Alternate Base Rate. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Loans (to the extent of the affected Eurodollar Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing borrowing of ABR Loans (subject to the foregoing clause (ii)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be made by notice to the Borrower), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars (such specific date, the “Scheduled Unavailability Date”); or (c) syndicated loans currently being executed in the U.S. syndicated loan market denominated in Dollars being executed at the time, or that include language similar to that contained in this Section, are being executed or amended (the date of as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such announcement or publication with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Unavailability Date”, then determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement (any such amendment, a “LIBOR Successor Amendment”) to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentCredit Document, if the ICE Benchmark Administration Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error), or Borrower or the Requisite Lenders notify the Administrative Agent (with, in the case of the Requisite Lenders, a copy to Borrower) that the Borrower or the Requisite Lenders (as applicable) have determined, that (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, or (ii) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available or used for determining the interest rate of loans in dollars in (such specific date, the U.S. syndicated loan market (the date of such announcement “Scheduled Unavailability Date”), or publication with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of (iii) abovesyndicated loans currently being executed, if anyor that include language similar to that contained in this Section 2.14 are being executed or amended (as applicable), shall be hereafter referred to as the “LIBOR Unavailability Date”incorporate or adopt a new benchmark interest rate to replace LIBOR, then reasonably promptly after such determination by the Administrative Agent will, with the consent of Borrower, determine an alternate benchmark rate to replace LIBOR then in effect, giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate receipt by the relevant Governmental Authority or (y) any evolving or then-prevailing market convention substitute rate of interest for LIBOR applicable to syndicated loans in the United States at such time (any such proposed rate, a “LIBOR Successor Rate”); provided that if any such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted of such proposed LIBOR Successor Rate to the Lenders unlessnotice, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14Aas applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate and make Rate”), together with any proposed LIBOR Successor Rate Conforming Changes. Notwithstanding anything to the contrary in Section 10.5, such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and Borrower unless, prior to such time, Lenders comprising the Requisite Lenders have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, as determined by the Administrative Agent in consultation with the Borrower, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar LIBOR Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar LIBOR Rate Loans or Interest Periods), and (y) the LIBOR component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar LIBOR Rate Loans (to the extent of the affected Eurodollar LIBOR Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Document, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or the Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Company may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to the all Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Company and each Lender in writing and thereafterLender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods), and (ii) the Eurocurrency Rate component of the Base Rate shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Revolving Credit Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Revolving Credit Borrowing of ABR Base Rate Loans (subject to the foregoing clause (ii)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement (including Section 3.03) or in any other loan documentLoan Document, if at any time the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error) or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a successor quoting service)copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Eurdollar Base Rate or LIBOR, as applicable (including because the LIBO Screen Rate is not available or published on a current basis) and such circumstances are unlikely to be temporary; (ii) either (w) the supervisor or for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR LIBO Screen Rate has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, LIBO Screen Rate is insolvent (and there is no successor administrator that will continue to provide LIBORpublication of the LIBO Screen Rate), (iix) announcing that LIBOR is no longer representative, or (iii) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which LIBOR the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be made available or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement rates for loans; or publication with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of (iii) abovesyndicated loans are currently being executed, if anyor that syndicated loans including language similar to that contained in this Section 3.07 are being executed or amended (as applicable), shall be hereafter referred to as the “LIBOR Unavailability Date”incorporate or adopt a new benchmark interest rate to replace LIBOR, then the Administrative Agent will, with and the consent of Borrower, determine Borrower shall endeavor to establish an alternate benchmark rate of interest to replace LIBOR then in effect, giving that gives due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-then prevailing market convention substitute for determining a rate of interest for LIBOR applicable to syndicated loans in the United States at such time time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (any but for the avoidance of doubt, such proposed rate, related changes shall not include a “LIBOR Successor reduction of the Applicable Rate”); provided that that, if any such alternate rate is of interest as so determined would be less than zero, the LIBOR Successor Rate such rate shall be deemed to be zero for the purposes of this Agreement. Such LIBOR Successor Rate Notwithstanding anything to the contrary in Section 11.01, such amendment shall become effective for all purposes without any further action or consent of any other party to this Agreement at 5:00 p.m. on the fifth (5th) Business Day after so long as the Administrative Agent shall not have posted received, within five Business Days of the date notice of such proposed LIBOR Successor Rate alternate rate of interest is provided to the Lenders unlessLenders, prior to such time, the Lenders comprising a written notice from the Required Lenders have delivered to the Administrative Agent written notice stating that such Required Lenders do not accept object to such LIBOR Successor Rateamendment. Upon the effectiveness Until an alternate rate of a LIBOR Successor Rate interest shall be determined in accordance with this Section 2.14A3.07 (but, in the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. If no LIBOR Successor Rate has been determined hereunder and the LIBOR Unavailability Date has occurred, the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafter, the obligation case of the Lenders circumstances described in clause (ii) of the first sentence of this Section 3.07, only to make the extent the LIBO Screen Rate for such Interest Period is not available or maintain published at such time on a current basis), (x) any Loan Notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of Eurodollar Rate Loans shall be suspended ineffective and (to the extent of the affected Eurodollar Loans or Interest Periods). Upon receipt of such notice, the Borrower may revoke y) if any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for Loan Notice requests a Borrowing of ABR Loans in the amount specified thereinEurodollar Rate Loans, such Borrowing shall be made as a Base Rate Loan.

LIBOR Successor Rate. (a) Notwithstanding anything herein to the contrary herein or in any other loan documentLoan Document, if the ICE Administrative Agent determines that a Benchmark Administration (or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court Transition Event or an entity with similar insolvency or resolution authority over the administrator for LIBOR Early Opt-in Event has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will no longer be made available or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication occurred with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Unavailability Date”, then the Administrative Agent will, with the consent of Borrower, determine an alternate benchmark rate to replace LIBOR then in effect, giving due consideration to (x) Eurodollar Rate for any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market convention substitute rate of interest for LIBOR applicable to syndicated loans in the United States at such time (any such proposed rate, a “LIBOR Successor Rate”); provided that if any such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate to the Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14AAvailable Currency, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR the Eurodollar Rate for such Available Currency with a Benchmark Replacement for such LIBOR Successor Rate Available Currency; and make any LIBOR Successor Rate Conforming Changes. If no LIBOR Successor Rate has been determined hereunder and such amendment will become effective at 5:00 p.m. New York City time on the LIBOR Unavailability Date has occurred, fifth (5th) Business Day after the Administrative Agent will promptly has provided such proposed amendment to all Lenders, so notify long as the Borrower and each Lender in writing and thereafterAdministrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the obligation of Required Lenders. Until the Lenders to make or maintain Eurodollar Loans shall be suspended (Benchmark Replacement with respect to the extent Eurodollar Rate for any Available Currency is effective, each advance, conversion and renewal of a Eurodollar Rate Advance will continue to bear interest with reference to the affected Eurodollar Loans or Interest Periods). Upon receipt of Rate for such noticeAvailable Currency; provided however, the Borrower may revoke during a Benchmark Unavailability Period with respect to any Available Currency (i) any pending request for a Borrowing selection of, conversion to or continuation renewal of a Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will Rate Advance that has not yet gone into effect shall be deemed to have converted be a selection of, conversion to or renewal of a Base Rate Advance with respect to such request into a request for a Borrowing of ABR Loans Eurodollar Rate Advance in the Dollar Equivalent amount specified thereinof such Eurodollar Rate Advance, (ii) all outstanding Eurodollar Rate Advances in such Available Currency shall automatically be (A) if in Dollars, converted to Base Rate Advances at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain such affected Eurodollar Rate Advance) or (B) if in an Alternative Currency, converted a Base Rate Advances in the Dollar Equivalent amount of such Eurodollar Rate Advance at the expiration of the existing Interest Period (or sooner, if the Administrative Agent cannot continue to lawfully maintain such affected Eurodollar Rate Advance in such Alternative Currency) and (iii) the component of the Base Rate based upon the Eurodollar Rate will not be used in any determination of the Base Rate.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Document, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or the Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Company may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to the all Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Company and each Lender in writing and thereafterLender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods), and (ii) the Eurocurrency Rate component of the Base Rate shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (ii)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. [Reserved]. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Document, but without limiting Section 3.03, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive and binding upon all parties hereto absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or the Required Lenders (as applicable) have determined (which determination likewise shall be conclusive and binding upon all parties hereto absent manifest error), that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor Governmental Authority having or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with purporting to have jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in loans; provided, that, at the U.S. syndicated loan market (the date time of such announcement statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or publication (c) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing LIBOR in accordance with respect to this Section 3.07 with (i) and one or more SOFR-Based Rates, or (ii) above, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Unavailability Date”, then the Administrative Agent will, with the consent of Borrower, determine an another alternate benchmark rate to replace LIBOR then in effect, giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market existing convention substitute rate of interest for LIBOR applicable similar Dollar-denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then-existing convention for similar Dollar-denominated syndicated loans credit facilities for such benchmarks which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the United States at such time (“Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”); provided that if , and any such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to the all Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such the Required Lenders do not accept such LIBOR Successor Rate. Upon (A) in the effectiveness case of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement an amendment to replace LIBOR with a rate described in clause (i) above, object to the Adjustment, or (B) in the case of an amendment to replace LIBOR with a rate described in clause (ii) above, object to such amendment; provided, that, for the avoidance of doubt, in the case of clause (A) above, the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided, that, to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesshall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (a) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (b) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (b)) in the amount specified therein.93 CHAR1\1940028v1CHAR1\1940028v4

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be made by notice to the Company), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Company) that the Company or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for the applicable currency for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars (such specific date, the “Scheduled Unavailability Date”); or (c) syndicated loans currently being executed in the U.S. syndicated loan market denominated in the applicable currency being executed at the time, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the date Administrative Agent or receipt by the Administrative Agent of such announcement or publication notice, as applicable, the Administrative Agent and the Company may amend this Agreement (any such amendment, a “LIBOR Successor Amendment”) to replace LIBOR with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Unavailability Date”, then the Administrative Agent will, applicable currency with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Company unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Company and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Document, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to the all Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (ii) the Eurodollar Rate component of the Base Rate shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (ii)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Document, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to the all Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (ii) the Eurodollar Rate component of the Base Rate shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (ii)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Document (including Section 9.1 hereof), if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or the Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”), then or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.38, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Company may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Company unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Company and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Loans shall be suspended suspended, (to the extent of the affected Eurodollar Eurocurrency Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the ABR. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Loans (to the extent of the affected Eurodollar Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Company) that the Company or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Company may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Company unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rateamendment. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. CHAR1\1829960v3 If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Company and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods)) shall be suspended, and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, in the case of any request for a Borrowing of Eurocurrency Rate Loans, will be deemed to have converted any such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Document, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Agent or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower Agent) that the Borrowers or the Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in loans, provided that, at the U.S. syndicated loan market (the date time of such announcement or publication with respect statement, there is no successor administrator that is satisfactory to (i) and (ii) abovethe Administrative Agent, and the that will continue to provide LIBOR after such specific date specified in (such announcement or publication in the case of (iii) abovespecific date, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace LIBOR with the consent of Borrower, determine an (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate to replace LIBOR then in effect, giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated loans credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the United States at such time (“Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”); provided that if , and any such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrowers unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon (A) in the effectiveness case of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesshall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Agent and each Lender in writing and thereafterLender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (ii) the Eurodollar Rate component of the Base Rate shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (ii)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

LIBOR Successor Rate. (a) Notwithstanding anything to the contrary in this Agreement or any other Credit Documents, if the Administrative Agent, in consultation with the Borrower but in the Administrative Agent’s sole discretion, determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined, that:Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other loan documentCredit Document, if the ICE a Benchmark Administration (or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court Transition Event or an entity with similar insolvency or resolution authority over the administrator for LIBOR has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOREarly Opt-in Election, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will no longer be made available or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) aboveas applicable, and its related Benchmark Replacement Date have occurred prior to the specific date specified Reference Time in such announcement or publication in respect of any setting of the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Unavailability Date”then current Benchmark, then the Administrative Agent will, with the consent of Borrower, determine an alternate benchmark rate to replace LIBOR then in effect, giving due consideration to (x) if a Benchmark Replacement is determined in accordance with clause (a) 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 selection Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or recommendation further action or consent of a replacement rate any other party to, this Agreement or the mechanism for determining such a rate by the relevant Governmental Authority or any other Credit Document and (y) any evolving or then-prevailing market convention substitute rate if a Benchmark Replacement is determined in accordance with clause (c) of interest the definition of “Benchmark Replacement” for LIBOR applicable to syndicated loans in the United States at such time (any Benchmark Replacement Date, such proposed rate, a “LIBOR Successor Rate”); provided that if any Benchmark Replacement will replace such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate shall become effective Benchmark for all purposes hereunder and under any Credit Document in respect of this Agreement any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent shall have posted date notice of such proposed LIBOR Successor Rate Benchmark Replacement is provided to the Lenders unlesswithout any amendment to, prior to or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, the written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. If no LIBOR Successor Rate has been determined hereunder and the LIBOR Unavailability Date has occurred, the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafter, the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified thereinLenders.