Common use of Successor Rates Clause in Contracts

Successor Rates. Notwithstanding anything to the contrary in any Credit Document, if the 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: (i) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “"Scheduled Unavailability Date”); ") then, on a date and time determined by the Administrative Agent (any such date, a “"Term SOFR Replacement Date”"), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower Agent may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States States, which adjustment or method for calculating such adjustment shall be published on an information service selected by Agent from time to time in its discretion and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicablemay be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 4:00 p.m. (New York City time) Chicago Time on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. Agent will promptly (in one or more notices) notify Borrowers and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than 2.0%, the Successor Rate will be deemed to be 2.0% for all purposes of the Loan Documents.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower Agent may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated U.S. dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States States, which adjustment or method for calculating such adjustment shall be published on an information service selected by Agent from time to time in its discretion and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicablemay be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. Agent will promptly (in one or more notices) notify Borrowers and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for all purposes of the Loan Documents.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (iA) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFRBSBY Rate, including because the Term SOFR BSBY Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iiB) CME Bloomberg or any successor administrator of the Term SOFR BSBY Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME Bloomberg or such administrator with respect to its publication of Term SOFRBSBY Rate, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR BSBY Rate or the Term SOFR BSBY Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR BSBY Rate after such specific date (the latest date on which one, three and six month interest periods of Term SOFR BSBY Rate or the Term SOFR BSBY Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR BSBY Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR BSBY Rate will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus with, subject to the SOFR Adjustmentproviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, to any Credit Loan Document (the “Successor Rate”). If ): (I) Term SOFR plus the Successor Rate is SOFR Adjustment; and (II) Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment.;

Successor Rates. (a) Notwithstanding anything to the contrary in this Agreement or any Credit other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Company or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the BorrowerCompany) that the Borrower Company or the Required Lenders (as applicable) have determined, that: : (i) adequate and reasonable means do not exist for ascertaining oneone month, three month, and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, basis and such circumstances are unlikely to be temporary; or or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which oneone month, three month, and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available available, or permitted to be used for determining the interest rate of U.S. Dollar denominated syndicated loans, or shall or will otherwise cease, ; provided, that that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which oneone month, three month, and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, the “Term SOFR Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment dateInterest Payment Date, as applicable, for interest calculated and, solely with respect to clause (b)(iiii) above, no later than the Term SOFR Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any Credit other Loan Document (the any such successor rate established pursuant to this Section 3.07(a), a “Term SOFR Successor Rate”). If the Term SOFR Successor Rate is Daily Simple SOFR plus the SOFR AdjustmentSOFR, all interest payments will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (xA) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (zB) if the events or circumstances of the type described in clauses clause (b)(ii) above or clause (b)(iiii) above have occurred with respect to the Term SOFR Successor Rate then in effect, then then, in each case, the Administrative Agent and the Borrower Company may amend this Agreement solely for the purpose of replacing Term SOFR or any then then-current Term SOFR Successor Rate in accordance with this Section 2.10 3.07(a) at the end of any Interest Period, relevant interest payment date Interest Payment Date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then then-existing convention for similar credit facilities syndicated and agented in the United States for such alternative benchmarks benchmark 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 credit facilities syndicated and agented in the United States for such benchmark, 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. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a “Term SOFR Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the Company and each Lender of the implementation of any Term SOFR Successor Rate. Any Term SOFR 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 Term SOFR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Term SOFR Successor Rate as so determined would otherwise be less than zero, such Term SOFR Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Term SOFR Successor Rate, the Administrative Agent will have the right to make Term SOFR Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Term SOFR Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided, that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Term SOFR Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective. For purposes of this Section 3.07(a), those Lenders that either have not made, or do not have an obligation under this Agreement to make, Term SOFR Loans (or Loans accruing interest by reference to a Term SOFR Successor Rate, as applicable) shall be excluded from any determination of Required Lenders. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the 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 the Company) that the Company or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Relevant Rate for an Alternative Currency because none of the tenors of such Relevant Rate (including any forward-looking term rate thereof) is available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the Applicable Authority has made a public statement identifying a specific date after which all tenors of the Relevant Rate for an Alternative Currency (including any forward-looking term rate thereof) shall or will no longer be representative or made available, or used for determining the interest rate of loans denominated in such Alternative Currency, or shall or will otherwise cease; provided, that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide such representative tenor(s) of the Relevant Rate for such Alternative Currency (the latest date on which all tenors of the Relevant Rate for such Alternative Currency (including any forward-looking term rate thereof) are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date” for such Relevant Rate); or (iii) syndicated loans currently being executed and agented in the United States are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate for an Alternative Currency; or if the events or circumstances of the type described in clause (i) above, clause (ii) above or clause (iii) above have occurred with respect to a Successor Rate then in effect, then the Administrative Agent and the Company may amend this Agreement solely for the purpose of replacing the Relevant Rate for an Alternative Currency or any then-current Successor Rate for an Alternative Currency in accordance with this Section 3.07(b) with an alternative benchmark rate giving due consideration to any evolving or then-existing convention for similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then then-existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as applicable. For selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (and any such proposed rate, including for the avoidance of doubt, any such proposed rate and adjustments shall constitute adjustment thereto, a “Successor Rate. Any ”), and any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent posts shall have posted such proposed amendment to all Lenders and the Borrower Company unless, prior to such time, Lenders comprising the Required Lenders deliver have delivered to the Administrative Agent written notice that the such Required Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the amendmentCompany and each Lender of the implementation of any Successor Rate. Any 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 Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided, that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective. For purposes of this Section 3.07(b), those Lenders that either have not made, or do not have an obligation under this Agreement to make, Loans denominated in the applicable Alternative Currency shall be excluded from any determination of Required Lenders for purposes of the establishment of a Successor Rate with respect to Alternative Currency.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining (i) one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary, (ii) one, three and six month interest periods of EURIBOR including because EURIBOR is not available or published on a current basis, and such circumstances are unlikely to be temporary, or (iii) UK ▇▇▇▇▇, including because UK ▇▇▇▇▇ is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) (i) with respect to US Revolver Loans, CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, “Term SOFR Scheduled Unavailability Date”); (ii) with respect to UK Revolver Loans, (x) the Applicable Authority has made a public statement identifying a specific date after which all tenors of the relevant rate for EURIBOR and/or UK ▇▇▇▇▇ ▇▇▇▇ (including any forward-looking term rate thereof) shall or will no longer be representative or made available, or used for determining the interest rate of loans denominated in such Available Currency, or shall or will otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Agent that will continue to provide such representative tenor(s) of the relevant rate for such Available Currency (the latest date on which all tenors of the relevant rate for such Available Currency (including any forward-looking term rate thereof) are no longer representative or available permanently or indefinitely, the “UK Scheduled Unavailability Date”); or (y) syndicated loans currently being executed and agented in the United States, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the relevant rate for an Available Currency; then, (1) with respect to US Revolver Loans, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib)(i) above, no later than the Term SOFR Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Term SOFR Successor Rate”). If the Term SOFR Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis; and then, (2) with respect to UK Revolver Loans, the Agent and the Borrowers may amend this Agreement solely for the purpose of replacing the relevant rate for an Available Currency or any then current UK Successor Rate for an Available Currency in accordance with this Section with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the United States and denominated in such Available Currency 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 credit facilities syndicated and agented in the United States and denominated in such Available Currency for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Agent from time to time in its reasonable discretion and may be periodically updated (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a (“UK Successor Rate”). Notwithstanding anything to the contrary herein, with respect to US Revolver Loans, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Term SOFR Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower Agent may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Term SOFR Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicableStates. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Term SOFR Successor Rate. Any such amendment pursuant to this Section shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. Agent will promptly (in one or more notices) notify Borrowers and Lenders of implementation of any Term SOFR Successor Rate and/or UK Successor Rate. A Term SOFR Successor Rate and/or UK Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Agent, the Term SOFR Successor Rate and/or UK Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. Notwithstanding anything else herein, if at any time any Term SOFR Successor Rate and/or UK Successor Rate as so determined would otherwise be less than zero (0) the Term SOFR Successor Rate and/or UK Successor Rate will be deemed to be zero (0) for all purposes of the Loan Documents.

Successor Rates. Notwithstanding anything to the contrary in this Agreement or any Credit Documentother Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Borrowers or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the BorrowerBorrowers) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, Adjustment all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ii) or (b)(iiii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Administrative Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States States, which adjustment or method for calculating such adjustment shall be published on an information service selected by Administrative Agent from time to time, in consultation with the Borrowers, and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicablemay be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. Administrative Agent will promptly (in one or more notices) notify Borrowers and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Administrative Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent in consultation with the Borrowers. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for all purposes of the Loan Documents.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or; (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, “Scheduled Unavailability Date”); . then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower Agent may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicableStates. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. Agent will promptly (in one or more notices) notify Borrowers and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero (0), the Successor Rate will be deemed to be zero (0) for all purposes of the Loan Documents.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: : (iA) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or or (iiB) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available available, or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “"Scheduled Unavailability Date”"); then, on a date and time determined by the Administrative Agent (any such date, a “"Term SOFR Replacement Date”"), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, to any Credit Loan Document (the “"Successor Rate”"). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator reasonably satisfactory to the Administrative Agent that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower Agent may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated U.S. dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicableStates. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. Agent will promptly (in one or more notices) notify Borrowers and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for all purposes of the Loan Documents.

Successor Rates. Notwithstanding anything to the contrary in this Agreement or any Credit other Loan Document, if the 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: : (ia) adequate and reasonable means do not exist for ascertaining one, one month and three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, basis and such circumstances are unlikely to be temporary; or or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, one month and three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available available, or permitted to be used for determining the interest rate of U.S. Dollar Dollar—denominated syndicated loans, or shall or will otherwise cease, ; provided, that that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR on a representative basis after such specific date (the latest date on which one, one month and three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment dateInterest Payment Date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any Credit other Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR AdjustmentSOFR, all interest payments will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (xa) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (zb) if the events or circumstances of the type described in clauses (b)(iSection 3.07(a) or (b)(iiSection 3.07(b) above have occurred with respect to the Successor Rate then in effect, then then, in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then then-current Successor Rate in accordance with this Section 2.10 3.07 at the end of any Interest Period, relevant interest payment date Interest Payment Date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then then-existing convention for such alternative benchmarks in similar syndicated Dollar-denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, benchmark and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then then-existing convention for such benchmarks in similar Dollar-denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicablebenchmark. For the avoidance of doubt, any such proposed rate and adjustments adjustments, shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent posts shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders deliver have delivered to the Administrative Agent written notice that the such Required Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the amendmentBorrower and each Lender of the implementation of any Successor Rate. Any 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 Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, such Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided, that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective. For purposes of this Section 3.07, those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in Dollars shall be excluded from any determination of Required Lenders.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: : (i) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “"Scheduled Unavailability Date”"); then, on a date and time determined by the Administrative Agent (any such date, a “"Term SOFR Replacement Date”"), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iiii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “"Successor Rate”"). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment.85 #500021837_v16

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the Administrative Agent in good faith determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Lenders in good faith 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 in good faith determined, that: (ia) adequate and reasonable means do not exist for ascertaining one, three three- and six six-month interest periods of Term SOFRthe Benchmark Rate, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFRthe Benchmark Rate, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR the Benchmark Rate or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR the Benchmark Rate after such specific date (the latest date on which one, three and six month interest periods of Term SOFR the Benchmark Rate or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Benchmark Rate Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment dateInterest Payment Date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR the Benchmark Rate will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable quarterly on a monthly basiseach Interest Payment Date. Notwithstanding anything herein to the contrary hereincontrary, (x) if the Administrative Agent in good faith determines that Daily Simple SOFR is not available on or prior to the Term SOFR Benchmark Rate Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR the Benchmark Rate or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date Interest Payment Date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States States, which adjustment or method for calculating such adjustment shall be published on an information service selected by Agent from time to time in its discretion and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicablemay be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any DM3\8972795.2 such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. Agent will promptly (in one or more notices) notify Borrower and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than 1.0%, the Successor Rate will be deemed to be 1.0% for all purposes of the Loan Documents.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Agent or the Required Requisite Lenders notify the Administrative Agent (with, in the case of the Required Requisite Lenders, a copy to the BorrowerBorrower Agent) that the Borrower Borrowers or the Required Requisite Lenders (as applicable) have determined, that: (iA) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iiB) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available available, or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on ​ 28 ​ ​ ​ which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iiB) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, to any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x1) if the Administrative Agent determines that Daily Simple SOFR neither of the alternatives in clauses (I) and (II) above is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available Date or (z2) if the events or circumstances of the type described in clauses Section (b)(ie)(ii)(A) or (b)(iiB) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower Agent may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest PeriodSection, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicablewhich adjustment or method for calculating such adjustment shall be published on an information service selected by Agent from time to time in its discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, the Required Requisite Lenders deliver to the Administrative Agent written notice that the Required Requisite Lenders object to the amendment. Agent will promptly (in one or more notices) notify Borrowers and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero (0), the Successor Rate will be deemed to be zero (0) for all purposes of the Loan Documents.

Successor Rates. (i) Notwithstanding anything to the contrary in any Credit Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Agent or the U.S. Required Lenders notify the Administrative Agent (with, in the case of the U.S. Required Lenders, a copy to the BorrowerBorrower Agent) that the Borrower U.S. Borrowers or the U.S. Required Lenders (as applicable) have determined, that: : (iA) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or or (iiB) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Successor Rate then in (ii) Notwithstanding anything to the contrary in effectany Loan Document, then if Agent determines (which determination shall be conclusive absent manifest error), or Borrower Agent or Australian Required Lenders notify Agent (with, in each casethe case of the Australian Required Lenders, a copy to Borrower Agent) that Australian Borrowers or Australian Required Lenders (as applicable) have determined, that: (A) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of the Administrative Australian Bill Rate, including because the applicable Reuters screen rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (B) Reuters or any successor administrator of the applicable screen rate or a Governmental Authority having jurisdiction over Agent, has made a public statement identifying a specific date after which one, three and six month interest periods of the Australian Bill Rate shall or will no longer be made available or permitted to be used for determining the interest rate of Australian dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to Agent that will continue to provide such interest periods of Australian Bill Rate after such specific date (the latest date on which one, three and six month interest periods of the Australian Bill Rate are no longer available permanently or indefinitely, “Scheduled Australian Bill Rate Unavailability Date”); then, on a date and time determined by Agent (any such date, “Australian Bill Rate Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b) above, no later than the Scheduled Australian Bill Rate Unavailability Date, Agent and the Borrower Australian Borrowers may amend this Agreement solely for the purpose of replacing Term SOFR or the Australian Bill Rate hereunder and under any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, other applicable Loan Document with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar Australian dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar Australian dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars States, which adjustment or in method for calculating such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, any such proposed rate and adjustments adjustment shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City be published on an information service selected by Agent from time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining (i) one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary, (ii) one, three and six month interest periods of EURIBOR including because EURIBOR is not available or published on a current basis, and such circumstances are unlikely to be temporary, or (iii) UK ▇▇▇▇▇, including because UK ▇▇▇▇▇ is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) (i) with respect to US Revolver Loans, CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each #530954217_v1 case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available or permitted to be used for determining the interest rate of U.S. Dollar US dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, "Term SOFR Scheduled Unavailability Date"); and (ii) with respect to UK Revolver Loans, (x) the Applicable Authority has made a public statement identifying a specific date after which all tenors of the relevant rate for EURIBOR and/or UK ▇▇▇▇▇ ▇▇▇▇ (including any forward-looking term rate thereof) shall or will no longer be representative or made available, or used for determining the interest rate of loans denominated in such Available Currency, or shall or will otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Agent that will continue to provide such representative tenor(s) of the relevant rate for such Available Currency (the latest date on which all tenors of the relevant rate for such Available Currency (including any forward-looking term rate thereof) are no longer representative or available permanently or indefinitely, the “UK Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated loans currently being executed and agented in the United States and denominated in U.S. Dollars States, are being executed or in such Alternative Currency for such alternative benchmarks, amended (as applicable, and, in each case, including any mathematical ) to incorporate or other adjustments adopt a new benchmark interest rate to such benchmark giving due consideration to any evolving or then existing convention replace the relevant rate for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment.an Available Currency;

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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: (ia) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States States, which adjustment or method for calculating such adjustment shall be published on an information service selected by Agent from time to time in its discretion and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicablemay be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. Agent will promptly (in one or more notices) notify Borrower and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for all purposes of the Loan Documents.

Successor Rates. Notwithstanding anything to the contrary in this Agreement or any Credit Documentother Loan DocumentsDocument, if the 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 BorrowerBorrower Agent) that the Borrower AgentBorrowers or the Required Lenders (as applicable) have determined, that: : (i) adequate and reasonable means do not exist for ascertaining onethe Eurocurrency Rate for any requested Interest Periodone, three and six month interest periods of Term SOFR, including including, without limitation, because the Term LIBORTerm SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or or (ii) CME theCME or any successor administrator of the Term LIBORTerm SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which onethe Eurocurrency Rateone, three and six month interest periods of Term SOFR or the Term LIBORTerm SOFR Screen Rate shall or will no longer be made available available, or permitted to be used for determining the interest rate of U.S. Dollar loansU.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided, that that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent Agent, that will continue to provide such the Eurocurrency Ratesuch interest periods of Term SOFR after such specific date (the such specificthe latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “the "Scheduled Unavailability Date”"); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment.or

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower Agent may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicableStates. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. Agent will promptly (in one or more notices) notify Borrowers and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for all purposes of the Loan Documents.

Successor Rates. Notwithstanding anything to the contrary in this Agreement or any Credit other Loan Document, if the 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: : (ia) adequate and reasonable means do not exist for ascertaining one, one month and three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, basis and such circumstances are unlikely to be temporary; or or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, one month and three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available available, or permitted to be used for determining the interest rate of U.S. Dollar Dollar-denominated syndicated loans, or shall or will otherwise cease, ; provided, that that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, one month and three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment dateInterest Payment Date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR SOFR, plus the SOFR Adjustment, Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any Credit other Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR SOFR, plus the SOFR Adjustment, all interest payments will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (xa) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (zb) if the events or circumstances of the type described in clauses (b)(iSection 3.07(a) or (b)(iiSection 3.07(b) above have occurred with respect to the Successor Rate then in effect, then then, in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then then-current Successor Rate in accordance with this Section 2.10 3.07 at the end of any Interest Period, relevant interest payment date Interest Payment Date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then then-existing convention for such alternative benchmarks in similar syndicated Dollar-denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, benchmark and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then then-existing convention for such benchmarks in similar Dollar-denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarksbenchmark, which adjustment or method for calculating such adjustment shall be published on an information service as applicableselected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments adjustments, shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent posts shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders deliver have delivered to the Administrative Agent written notice that the such Required Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the amendmentBorrower and each Lender of the implementation of any Successor Rate. Any 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 Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, such Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided, that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective. For purposes of this Section 3.07, those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in Dollars shall be excluded from any determination of Required Lenders.

Successor Rates. Notwithstanding anything to the contrary in any Credit Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Majority Lenders notify the Administrative Agent (with, in the case of the Required Majority Lenders, a copy to the Borrower) that the Borrower or the Required Majority Lenders (as applicable) have determined, that: (iA) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods Interest Periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iiB) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods Interest Periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available or permitted to be used for determining the interest rate of U.S. Dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods Interest Periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment dateInterest Payment Date, as applicable, for interest calculated and, solely with respect to clause (b)(iiB) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(iA) or (b)(iiB) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date Interest Payment Date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar U.S. Dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. Dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicableStates. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Majority Lenders deliver to the Administrative Agent written notice that the Required Majority Lenders object to the amendment. Administrative Agent will promptly (in one or more notices) notify Borrower and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Administrative Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than the Floor, the Successor Rate will be deemed to be the Floor for all purposes of the Credit Documents.

Successor Rates. Notwithstanding anything to the contrary herein or in any Credit other Loan Document, if the 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: : (ia) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment.be

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Administrative Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Administrative Borrower) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (ii) (iii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide pro-vide such representative interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iiii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR AdjustmentSOFR, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ii) or (b)(iiii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Administrative Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicableStates. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. Agent will promptly (in one or more notices) notify Borrowers and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent in consultation with the Administrative Borrower. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for all purposes of the Loan Documents.

Successor Rates. Notwithstanding anything to the contrary in this Agreement or any Credit Documentother Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Lead Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Lead Borrower) that the Lead Borrower or the Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining oneLIBOR or the Relevant Rate for an Alternative Currency for any requested Interest Period, three and six month interest periods of Term SOFRincluding, including without limitation, because the Term SOFR LIBOR Screen Rate or any tenor of such Relevant Rate, as applicable, is not available or published on a current basis, basis and such circumstances are unlikely to be temporary; or (iib) CME or any successor the administrator of the Term SOFR Reuters Screen LIBOR Screen Rate or the Relevant Rate for such Alternative Currency or a Governmental Authority having jurisdiction over the Administrative Agent, CME Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR LIBOR or the Term SOFR LIBOR Screen Rate or all tenors of the Relevant Rate for an Alternative Currency, as applicable, shall or will no longer be made available available, or permitted to be used for determining the interest rate of U.S. Dollar loans denominated syndicated loansin an applicable currency (in each case, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (date, the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent or (any such datec) syndicated loans currently being executed, a “Term SOFR Replacement Date”)or that include language similar to that contained in this Section, which date shall be at the end of an Interest Period are being executed or on the relevant interest payment date, amended (as applicable, for ) to incorporate or adopt a new benchmark interest calculated and, solely with respect rate to clause (b)(ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, replace LIBOR or further action or consent of any other party to, any Credit Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available Currency, as applicable, then, reasonably promptly after such determination by the Administrative Agent or (z) if receipt by the events or circumstances Administrative Agent of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effectsuch notice, then in each caseas applicable, the Administrative Agent and the Lead Borrower may amend this Agreement solely to replace LIBOR or such Relevant Rate for the purpose of replacing Term SOFR such Alternative Currency (or any then then-current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculatedsuch Alternative Currency), as applicable, with an alternative 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 such alternative benchmarks in similar syndicated credit facilities syndicated and agented denominated in the United States and denominated in U.S. Dollars or in such Alternative Currency applicable currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, (any such proposed rate and adjustments shall constitute in the case of LIBOR, a “LIBOR Successor Rate. Any ”, and in the case of a Relevant Rate, a “Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts shall have posted such proposed amendment to all Lenders and the Lead Borrower unless, prior to such time, Lenders comprising the Required Lenders deliver have delivered to the Administrative Agent written notice that the such Required Lenders object do not accept such amendment (in which case, the Administrative Agent and the Lead Borrower may propose an alternative amendment). If no LIBOR Successor Rate or Successor Rate has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Loans, S▇▇▇▇ Rate Loans or European Base Rate Loans, as applicable, in the applicable currency shall be suspended (to the amendmentextent of the affected Eurodollar Loans, S▇▇▇▇ Rate Loans or European Base Rate Loans, as applicable, or Interest Periods) and (y) the LIBOR component shall no longer be utilized in determining the ABR or the European Base Rate, as applicable. Upon receipt of such notice, (i) the Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans, S▇▇▇▇ Rate Loans or European Base Rate Loans, as applicable, in the applicable currency (to the extent of the affected Eurodollar Loans, S▇▇▇▇ Rate Loans or European Base Rate Loans, as applicable, or Interest Periods) or, failing that, in the case of a Borrowing denominated in U.S. Dollars, 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, and in the case of a Borrowing denominated in an Alternative Currency, will be deemed to have converted such request into a request for a Borrowing of ABR Loans (subject to the foregoing clause (y)) denominated in U.S. Dollars in the Dollar Equivalent of the amount specified therein and (ii) (A) any outstanding affected Eurodollar Loans denominated in U.S. Dollars will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period, (B) any outstanding affected European Base Rate Loans denominated in U.S. Dollars will be deemed to have been converted into ABR Loans on the date of such notice and (C) any outstanding affected Eurodollar Loans or European Base Rate Loans denominated in an Alternative Currency or in the case of S▇▇▇▇ Rate Loans, Sterling, at the Lead Borrower’s election, shall either (1) be converted into a Borrowing of ABR Loans (subject to the foregoing clause (y)) denominated in U.S. Dollars in the Dollar Equivalent of the amount of such outstanding (A) Eurodollar Loan at the end of the applicable Interest Period in the case of Eurodollar Loans or (B) European Base Rate Loans or S▇▇▇▇ Rate Loans on the date of such notice, or (2) be prepaid in full at the end of the applicable Interest Period in the case of Eurodollar Loans or as of the date of such notice in the case of European Base Rate Loans or S▇▇▇▇ Rate Loans; provided that in the case of Eurodollar Loans, if no election is made by the Lead Borrower by the earlier of (x) the date that is three Business Days after receipt by the Lead Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurodollar Loan, the Lead Borrower shall be deemed to have elected clause (1) above or in the case of European Base Rate Loans or S▇▇▇▇ Rate Loans, if no election is made or prepayment received by the date that is three Business Days after receipt by the Lead Borrower of such notice, the Lead Borrower shall be deemed to have elected clause (1) above effective as of the date of such notice. Notwithstanding anything else herein, any definition of LIBOR Successor Rate or Successor Rate shall provide that in no event shall such LIBOR Successor Rate or Successor Rate, as applicable, be less than zero for purposes of this Agreement.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (iA) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iiB) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available available, or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “"Scheduled Unavailability Date”"); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment.;

Successor Rates. (a) Notwithstanding anything to the contrary in this Agreement or any Credit Documentother Loan Documents (including §17 hereof), if the Administrative an Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Ryder or the Required Lenders Majority Banks notify the Administrative Agent Agents (with, in the case of the Required LendersMajority Banks, a copy to the BorrowerRyder) that the Borrower Ryder or the Required Lenders Majority Banks (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining onethe Applicable Reference Rate for an Applicable Currency for any requested Interest Period including, three and six month interest periods of Term SOFRwithout limitation, including because the Term SOFR Applicable Screen Rate for such Applicable Currency is not available or published on a current basis, basis and such circumstances are unlikely to be temporary; or (ii) CME or any successor the administrator of the Term SOFR Applicable Screen Rate for an Applicable Currency or a Governmental Authority having jurisdiction over the Administrative Agent, CME applicable Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR (A) the Applicable Reference Rate for an Applicable Currency or the Term SOFR Applicable Screen Rate for an Applicable Currency shall or will no longer be made available available, or permitted to be used for determining the interest rate of U.S. Dollar loans denominated syndicated loans, in such Applicable Currency or shall or (B) the administrator of the Applicable Screen Rate for an Applicable Currency will otherwise cease, be insolvent; provided, that that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent applicable Agent, that will continue to provide the Applicable Reference Rate for such interest periods of Term SOFR Applicable Currency after such specific date (such specific date, the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); or (iii) the administrator of the Applicable Screen Rate for an Applicable Currency or a Governmental Authority having jurisdiction over the applicable Agent or such administrator has made a public statement announcing that all Interest Periods and other tenors of the Applicable Reference Rate for an Applicable Currency are no longer representative, or (iv) syndicated loans currently being executed, or that include language similar to that contained in this §6.17, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Applicable Reference Rate for an Applicable Currency, then, in the case of clauses (i) through (iii) above, on a date and time determined by the Administrative applicable Agent (any such date, a the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur reasonably promptly upon the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect to clause (b)(iiii) above, no later than the Scheduled Unavailability Date, Term SOFR , (A) the Applicable Reference Rate for Loans denominated in Dollars will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus with, subject to the SOFR Adjustmentproviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative applicable Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any Credit other Loan Document (the “LIBOR Successor Rate”). If ; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate is Daily Simple Rate”): (x) Term SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Related Adjustment and (y) if SOFR plus the Administrative Agent determines that Related Adjustment; and in the Relevant Rate for an Alternative Currency is not available or case of clause (ziv) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effectabove, then in each case, the Administrative Agent Ryder and the Borrower applicable Agent may amend this Agreement solely for the purpose of replacing the Applicable Reference Rate for Loans denominated in Dollars under this Agreement and under any other Loan Document in accordance with the definition of “LIBOR Successor Rate” and such amendment will become effective at 5:00 p.m. on the fifth (5th) Business Day after the applicable Agent shall have notified all Banks and Ryder of the occurrence of the circumstances described in clause (iv) above unless, prior to such time, Banks comprising the Majority Banks have delivered to the applicable Agent written notice that such Majority Banks object to the implementation of a LIBOR Successor Rate pursuant to such clause (provided, that, if the applicable Agent determines that Term SOFR or any then current has become available, is administratively feasible for the applicable Agent and would have been identified as the Pre-Adjustment Successor Rate in accordance with this Section 2.10 the foregoing if it had been so available at the end time that the LIBOR Successor Rate then in effect was so identified, and the Administrative Agent notifies Ryder and each Bank of any such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, as applicablein each case, commencing no less than thirty (30) days after the date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment); and (B) with an alternative respect to any Applicable Currency other than Dollars, the applicable Agent and Ryder may amend this Agreement solely for the purpose of replacing the Applicable Reference Rate for Loans denominated in the Applicable Currency in accordance with this §6.17 with another alternate benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States U.S. and denominated in U.S. Dollars or in such Alternative the Applicable Currency for such alternative benchmarks, as applicable, 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 such benchmarks in similar syndicated credit facilities syndicated and agented in the United States U.S. and denominated in U.S. Dollars the Applicable Currency for such benchmarks, each of which adjustments or methods for calculating such adjustments shall be published on an information service as selected by the applicable Agent from time to time in its reasonable discretion and may be periodically updated (each, an “Adjustment”; and any such proposed rate, an “Applicable Successor Rate” and together with the LIBOR Successor Rate, a “Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the applicable Agent shall have posted such proposed amendment to all Banks and the Ryder unless, prior to such time, Banks comprising the Majority Banks have delivered to the applicable Agent written notice that such Majority Banks object to such amendment. If no Applicable Successor Rate has been determined for the Applicable Currency and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the applicable Agent will promptly so notify Ryder and each Banks. The Agents will promptly (in one or more notices) notify Ryder and each Bank of (x) any occurrence of any of the events, periods or circumstances under clauses (i) through (iii) above, (y) a Replacement Date and (z) the Successor Rate. Any 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 applicable Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by such Agent. Notwithstanding anything else herein to the contrary, if at any time any Successor Rate as so determined would otherwise be less than zero, such Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the applicable Agent will have the right to make 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 Alternative Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided, that, with respect to any such amendment effected, the applicable Agent shall post each such amendment implementing such Successor Rate Conforming Changes to Ryder and the Banks reasonably promptly after such amendment becomes effective. If the events or circumstances of the type described in §6.17(a)(i) through (iii) have occurred with respect to the Successor Rate then in effect, then the successor rate thereto shall be determined in accordance with the definition of “Successor Rate.” (b) Notwithstanding anything to the contrary herein, (i) after any such determination by the applicable Agent or receipt by the applicable Agent of any such notice described under §6.17(a)(i) through (iii) with respect to an Applicable Reference Rate for Loans denominated in an Applicable Currency, as applicable, if the applicable Agent determines that a Successor Rate is not available (or, in the case of the LIBOR Successor Rate, none of the LIBOR Successor Rates is available) on or prior to the Replacement Date, (ii) if the events or circumstances described in §6.17(a)(iv) have occurred with respect to an Applicable Reference Rate for Loans denominated in an Applicable Currency but a Successor Rate is not available (or, in the case of the LIBOR Successor Rate, none of the LIBOR Successor Rates is available), or (iii) if the events or circumstances of the type described in §6.17(a)(i) through (iii) have occurred with respect to the Successor Rate then in effect for an Applicable Currency and the applicable Agent determines that the Successor Rate is not available (or, in the case of the LIBOR Successor Rate, none of the LIBOR Successor Rates is available), then in each case, the applicable Agent and Ryder may amend this Agreement solely for the purpose of replacing the Applicable Reference Rate for the Applicable Currency or any then current Successor Rate for such Applicable Currency at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, in accordance with this §6.17 with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar syndicated credit facilities syndicated in the U.S. and denominated in the Applicable Currency for such alternative benchmarks and, in each case, including any Related Adjustments (in the case of the LIBOR Successor Rate) and any other mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar syndicated credit facilities syndicated in the U.S. and denominated in the Applicable Currency for such benchmarks, each of which adjustments or methods for calculating such adjustments shall be published on an information service as applicableselected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative applicable Agent posts shall have posted such proposed amendment to all Lenders Banks and the Borrower Ryder unless, prior to such time, Banks comprising the Required Lenders deliver Majority Banks have delivered to the Administrative such Agent written notice that the Required Lenders such Majority Banks object to the such amendment. (c) If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no Successor Rate has been determined for an Applicable Currency in accordance with §6.17(a) or (b) and the circumstances under §6.17(a)(i) or (a)(iii) above exist or the Scheduled Unavailability Date has occurred (as applicable), the applicable Agent will promptly so notify Ryder and each Bank. Thereafter, (x) the obligation of the Banks to make or maintain LIBOR Rate Loans and U.K. Overnight LIBOR Rate Loans in each such Applicable Currency shall be suspended (to the extent of the affected LIBOR Rate Loans, U.K. Overnight LIBOR Rate Loans, Interest Periods, interest payment dates or payment periods), and (y) the Domestic LIBOR Rate component shall no longer be utilized in determining the Domestic Base Rate, until the Successor Rate has been determined in accordance with §6.17(a) or (b). Upon receipt of such notice, (i) the applicable Borrower may revoke any pending request made by such Borrower for a borrowing of, conversion to or continuation of LIBOR Rate Loans and U.K. Overnight LIBOR Rate Loans in each such affected Applicable Currency (to the extent of the affected LIBOR Rate Loans, U.K. Overnight LIBOR Rate Loans, Interest Periods, interest payment dates or payment periods) or, failing that, (A) only with respect to Loans bearing interest at the Domestic LIBOR Rate, will be deemed to have converted such request into a request for a borrowing of Domestic Loans or PR Loans, as applicable, bearing interest at the Domestic Base Rate (subject to the foregoing clause (y)) in the amount specified therein and (B) only with respect to U.K. Loans, will be deemed to have converted such request into a request for a borrowing of U.K. Loans in the Applicable Currency bearing interest at the applicable Reference Rate or, in the event such Reference Rate is not available at such time, the U.K. Cost of Funds Rate in the amount specified therein (it being understand that if for any reason in the sole determination of the U.K. Agent, the U.K. Agent is unable to provide a quotation for the applicable U.K. Cost of Funds Rate for such U.K. Loans, then in such circumstance, such U.K. Loans shall be subject to Section 6.17(c)(ii)), and (ii) any outstanding affected LIBOR Rate Loans (other than (A) Domestic Loans or PR Loans, as applicable, bearing interest at the Domestic LIBOR Rate and (B) U.K. Loans bearing interest at the applicable Reference Rate or the U.K. Cost of Funds Rate in accordance with Section 6.17(c)(i)(B)) and U.K. Overnight LIBOR Rate Loans shall be prepaid at the end of the applicable Interest Period in full.

Successor Rates. Notwithstanding anything The Administrative Agent will promptly (in one or more notices) notify the Parent Borrower and each Lender of the implementation of any SOFR-BasedSuccessor Rate contained in any such amendment. Such. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the contrary extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in any Credit Documenta manner as otherwise reasonably determined by the Administrative Agent. If no Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), if the Administrative Agent determines will promptly so notify the Parent Borrower and each Lender. Thereafter, (which determination x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans and/or LIBOR Daily Floating Rate Loans and/or Swing Line Loans shall be conclusive absent manifest errorsuspended (to the extent of the affected 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 and subject to clause (y) of the preceding sentence, the Parent Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Loans or Interest Periods), or a Borrowing of or conversion to LIBOR Daily Floating Rate Loans, or a Borrowing of Swing Line Loans; or, failing that will be deemed to have converted such request for a Loan into a request for a Borrowing of or conversion to (as applicable) a Base Rate Loan under the Borrower same Tranche or the Required Lenders notify the Administrative Agent Facility as that requested (withand, in the case of a request for a Loan denominated in a LIBOR Quoted Currency other than Dollars, such Base Rate Loan shall be the Required Lenders, requested loan amount converted into Dollars determined at a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest spot rate of U.S. Dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined selected by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at in consultation with the end of an Interest Period or Parent Borrower as in effect on the relevant interest payment datedate two Business Days immediately prior to the date of the requested funding). Notwithstanding anything to the contraryelse herein, as applicableif at any definition oftime any Successor Rate shall provide that in no event shall such Successor Rateas so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for interest calculated the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time and, solely with respect notwithstanding anything to clause (b)(ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under contrary herein or in any other applicable Credit Document with Daily Simple SOFR plus the SOFR AdjustmentLoan Document, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, amendments implementing such Successor Rate Conforming Changes will become effective without any amendment to, or further action or consent of any other party toto any Loan Document; provided that, with respect to any Credit Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustmentsuch amendment effected, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior shall post each such amendment implementing such Successor Conforming Changes to the Term SOFR Replacement Date, (y) if Borrowers and the Administrative Agent determines that the Relevant Lenders reasonably promptly after such amendment becomes effective. Any Adjustmentadjustment and Successor Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect agreed and proposed to the Required Lenders in the context of a Successor Rate then Amendment shall be in effect, then in form and substance acceptable to each case, of the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest PeriodParent Borrower;; provided, relevant interest payment date or payment period for interest calculatedhowever, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after that the Administrative Agent posts shall in any event approve such proposed amendment terms as are generally no less favorable to the Parent Borrower than corresponding terms included in similar facilities for similarly situated borrowers in general, but not necessarily all Lenders and the Borrower unlesssuch borrowers in transactions in which Bank of America serves as administrative agent;; provided, prior to such timefurther, the Required Lenders deliver to that nothing herein shall obligate the Administrative Agent written notice that the Required Lenders object to the amendmentdisclose any information regarding other borrowers or facilities.

Successor Rates. (a) Notwithstanding anything to the contrary in this Agreement or any Credit other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Company or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the BorrowerCompany) that the Borrower Company or the Required Lenders (as applicable) have determined, that: : (i) adequate and reasonable means do not exist for ascertaining oneone month, three month, and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, basis and such circumstances are unlikely to be temporary; or or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which oneone month, three month, and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available available, or permitted to be used for determining the interest rate of U.S. Dollar denominated syndicated loans, or shall or will otherwise cease, ; provided, that that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which oneone month, three month, and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Term SOFR Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment dateInterest Payment Date, as applicable, for interest calculated and, solely with respect to clause (b)(iiii) above, no later than the Term SOFR Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the applicable SOFR Adjustment, Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any Credit other Loan Document (the any such successor rate established pursuant to this Section 3.07(a), a “Term SOFR Successor Rate”). If the Term SOFR Successor Rate is Daily Simple SOFR plus the applicable SOFR Adjustment, all interest payments will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (xA) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (zB) if the events or circumstances of the type described in clauses clause (b)(ii) above or clause (b)(iiii) above have occurred with respect to the Term SOFR Successor Rate then in effect, then then, in each case, the Administrative Agent and the Borrower Company may amend this Agreement solely for the purpose of replacing Term SOFR or any then then-current Term SOFR Successor Rate in accordance with this Section 2.10 3.07(a) at the end of any Interest Period, relevant interest payment date Interest Payment Date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then then-existing convention for similar credit facilities syndicated and agented in the United States for such alternative benchmarks benchmark 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 credit facilities syndicated and agented in the United States for such benchmark, 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. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a “Term SOFR Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the Company and each Lender of the implementation of any Term SOFR Successor Rate. Any Term SOFR 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 Term SOFR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Term SOFR Successor Rate as so determined would otherwise be less than zero, such Term SOFR Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Term SOFR Successor Rate, the Administrative Agent will have the right to make Term SOFR Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Term SOFR Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided, that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Term SOFR Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective. For purposes of this Section 3.07(a), those Lenders that either have not made, or do not have an obligation under this Agreement to make, Term SOFR Loans (or Loans accruing interest by reference to a Term SOFR Successor Rate, as applicable) shall be excluded from any determination of Required Lenders. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the 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 the Company) that the Company or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Relevant Rate for an Alternative Currency because none of the tenors of such Relevant Rate (including any forward-looking term rate thereof) is available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the Applicable Authority has made a public statement identifying a specific date after which all tenors of the Relevant Rate for an Alternative Currency (including any forward-looking term rate thereof) shall or will no longer be representative or made available, or used for determining the interest rate of loans denominated in such Alternative Currency, or shall or will otherwise cease; provided, that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide such representative tenor(s) of the Relevant Rate for such Alternative Currency (the latest date on which all tenors of the Relevant Rate for such Alternative Currency (including any forward-looking term rate thereof) are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date” for such Relevant Rate); or (iii) syndicated loans currently being executed and agented in the United States are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate for an Alternative Currency; or if the events or circumstances of the type described in clause (i) above, clause (ii) above or clause (iii) above have occurred with respect to a Successor Rate then in effect, then the Administrative Agent and the Company may amend this Agreement solely for the purpose of replacing the Relevant Rate for an Alternative Currency or any then-current Successor Rate for an Alternative Currency in accordance with this Section 3.07(b) with an alternative benchmark rate giving due consideration to any evolving or then-existing convention for similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then then-existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as applicable. For selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (and any such proposed rate, including for the avoidance of doubt, any such proposed rate and adjustments shall constitute adjustment thereto, a “Successor Rate. Any ”), and any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent posts shall have posted such proposed amendment to all Lenders and the Borrower Company unless, prior to such time, Lenders comprising the Required Lenders deliver have delivered to the Administrative Agent written notice that the such Required Lenders object to such amendment. The Administrative Agent will promptly (in one or more notices) notify the amendmentCompany and each Lender of the implementation of any Successor Rate. Any 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 Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided, that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective. For purposes of this Section 3.07(b), those Lenders that either have not made, or do not have an obligation under this Agreement to make, Loans denominated in the applicable Alternative Currency shall be excluded from any determination of Required Lenders for purposes of the establishment of a Successor Rate with respect to Alternative Currency.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods Interest Periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods Interest Periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods Interest Periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods Interest Periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower Agent may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar Dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar Dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicableStates. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. Agent will promptly (in one or more notices) notify Borrowers and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would be less than zero, the Successor Rate will be deemed to be zero for all purposes of the Loan Documents.

Successor Rates. Notwithstanding anything The Administrative Agent will promptly (in one or more notices) notify the Borrowers and each Lender of the implementation of any SOFR-BasedSuccessor Rate contained in any such amendment. Such LIBOR. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the contrary extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in any Credit Documenta manner as otherwise reasonably determined by the Administrative Agent. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), if the Administrative Agent determines will promptly so notify the Parent Borrower and each Lender. Thereafter, (which determination x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be conclusive absent manifest errorsuspended, (to the extent of the affected 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 Parent Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the Borrower extent of the affected Eurocurrency Rate Loans or the Required Lenders notify the Administrative Agent Interest Periods) or, failing that, will be deemed to have converted such request into a request for a loan into a request for a Borrowing of or conversion to (withas applicable) a Base Rate Loan (and, in the case of a request for a loan denominated in a LIBOR Quoted Currency other than Dollars, such Base Rate Loan shall be the Required Lenders, a copy Dollar Equivalent of the requested loan amount determined based on the applicable Spot Rate in effect two business days immediately prior to the Borrower) date of the requested funding). Notwithstanding anything else herein, any definition of LIBORif at any time any Successor Rate shall provide that in no event shall such LIBOR Successor Rateas so determined would otherwise be less than zero, the Borrower or the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Successor Rate is not available or published on a current basis, and such circumstances are unlikely will be deemed to be temporary; or (ii) CME or any successor administrator zero for the purposes of this Agreement and the Term SOFR Screen Rate or other Loan Documents. In connection with the implementation of a Governmental Authority having jurisdiction over the Administrative AgentLIBOR Successor Rate, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue have the right to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen make LIBOR Successor Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and Conforming Changes from time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated to time and, solely with respect notwithstanding anything to clause (b)(ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under contrary herein or in any other applicable Credit Document with Daily Simple SOFR plus the SOFR AdjustmentLoan Document, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any amendment to, or further action or consent of any other party toto this Agreement; provided that, any Credit Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effect, then in each caseany such amendment effected, the Administrative Agent shall post each such amendment implementing such LIBOR Successor Conforming Changes to the Parent Borrower and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any Lenders reasonably promptly after such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendmentbecomes effective.

Successor Rates. Notwithstanding anything to the contrary in this Credit Agreement or any Credit Documentother Loan Documents, if the 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 Borrowers or the Required Lenders (as applicable) have determined, that: (i) If adequate and reasonable means do not exist for ascertaining one, three and six month interest periods any relevant Interest Period of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, basis and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, Agent or CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month the applicable interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available available, or permitted to be used for determining the interest rate of U.S. Dollar Dollar-denominated syndicated loans, or shall or will otherwise cease, providedprovided that, that at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent Agent, that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month such interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a time and date and time determined by the Administrative Agent (any such date, a the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iiii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Credit Agreement or any Credit other Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ii) or (b)(iiii) above have occurred with respect to Daily Simple SOFR or the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Credit Agreement solely for the purpose of replacing Term SOFR or SOFR, Daily Simple SOFR, and/or any then current Successor Rate in accordance with this Section 2.10 4.03 at the end of any Interest Period, relevant interest payment date or the end of any payment period for interest calculated, as applicable, with an alternative another alternate benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated U.S. Dollar-denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, . and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. Dollar-denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as applicableselected by Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments adjustments, shall constitute a “Successor Rate”. Any such amendment shall will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent posts has posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Lenders comprising Required Lenders deliver have delivered to the Administrative Agent written notice that the such Required Lenders object to the such amendment.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “"Scheduled Unavailability Date”); ") then, on a date and time determined by the Administrative Agent (any such date, a “"Term SOFR Replacement Date”"), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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: (i) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iiii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ii) or (b)(iiii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States States, which adjustment or method for calculating such adjustment shall be published on an information service selected by Agent from time to time in its discretion and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicablemay be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. Agent will promptly (in one or more notices) notify Borrower and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than the Floor, the Successor Rate will be deemed to be the Floor for all purposes of the Loan Documents.

Successor Rates. Notwithstanding anything to the contrary in this Agreement or any Credit Documentother Loan Documents, if the 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: (i) If adequate and reasonable means do not exist for ascertaining one, three and six month interest periods LIBOR for any relevant Interest Period hereunder or any other tenors of Term LIBORTerm SOFR, including including, without limitation, because the Term LIBORTerm SOFR Screen Rate is not available or published on a current basis, basis and such circumstances are unlikely to be temporary; or or (ii) CME theCME or any successor administrator of the Term LIBORTerm SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, Agent or CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month LIBORthe applicable interest periods of Term SOFR or the Term LIBORTerm SOFR Screen Rate shall or will no longer be made available available, or permitted to be used for determining the interest rate of U.S. Dollar Dollar-denominated syndicated loans, or shall or will otherwise cease, providedprovided that, that at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent Agent, that will continue to provide such LIBORsuch interest periods of Term SOFR after such specific date (the such specific datethe latest date on which one, three and six month such interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in the case of clauses (i)-(iii) above, on a time and date and time determined by the Administrative Agent (any such date, a the “Term LIBORTerm SOFR Replacement Date”), which date 4877- 6131- 2829 v.16 57 shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect to clause (b)(iiii) above, no later than the Scheduled Unavailability Date, Term LIBORTerm SOFR will be replaced hereunder and under any other applicable Credit Loan Document with with, subject to the proviso below, the first available alternative set forth in the order below Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any Credit other Loan Document (the “LIBOR Successor Rate”). If ; and any such rate before giving effect to the Successor Rate is Daily Simple SOFR plus the SOFR Related Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a “Pre-Adjustment Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment”):.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrowers) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that:: 153790720_4 (iA) adequate and reasonable means do not exist for ascertaining oneone month, three month and six month interest periods of Term SOFRBSBY Rate, including because the Term SOFR BSBY Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iiB) CME Bloomberg or any successor administrator of the Term SOFR BSBY Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME Bloomberg or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which oneone month, three month and six month interest periods of Term SOFR BSBY Rate or the Term SOFR BSBY Screen Rate shall or will no longer be representative or made available available, or permitted to be used for determining the interest rate of U.S. Dollar denominated syndicated loans, or shall or will otherwise cease, or that such interest periods or the BSBY Screen Rate have failed to comply with International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such representative interest periods of Term SOFR BSBY Rate after such specific date (the latest date on which oneone month, three month and six month interest periods of Term SOFR BSBY Rate or the Term SOFR BSBY Screen Rate are no longer representative or available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR BSBY Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR BSBY Rate will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus with, subject to the SOFR Adjustmentproviso below, the first available alternative set forth in the order below for any payment interest period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, to any Credit Loan Document (the “Successor Rate”). If ): (I) Term SOFR plus the Successor Rate is SOFR Adjustment; and (II) Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment.;

Successor Rates. Notwithstanding anything to the contrary in any Credit Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Parent Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Parent Borrower or the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Parent Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicableDollars, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicableDollars. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Parent Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise 4918-8227-4946 v.17 59 cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower Agent may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated U.S. dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States States, which adjustment or method for calculating such adjustment shall be published on an information service selected by Agent from time to time in its discretion and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicablemay be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment.. Agent will promptly (in one or more notices) notify Borrowers and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for all purposes of the Loan Documents. 4918-8227-4946 v.17 60

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining (i) one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be #523895080_v3 temporary, (ii) one, three and six month interest periods of EURIBOR including because EURIBOR is not available or published on a current basis, and such circumstances are unlikely to be temporary, or (iii) UK SONIA, i▇▇▇▇▇ing because UK SONIA is ▇▇▇ available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) (i) with respect to US Revolver Loans, CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available or permitted to be used for determining the interest rate of U.S. Dollar US dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, "Term SOFR Scheduled Unavailability Date"); and (ii) with respect to UK Revolver Loans, (x) the Applicable Authority has made a public statement identifying a specific date after which all tenors of the relevant rate for EURIBOR and/or UK SONIA Ra▇▇ (▇▇▇▇▇▇ing any forward-looking term rate thereof) shall or will no longer be representative or made available, or used for determining the interest rate of loans denominated in such Available Currency, or shall or will otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Agent that will continue to provide such representative tenor(s) of the relevant rate for such Available Currency (the latest date on which all tenors of the relevant rate for such Available Currency (including any forward-looking term rate thereof) are no longer representative or available permanently or indefinitely, the “UK Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated loans currently being executed and agented in the United States and denominated in U.S. Dollars States, are being executed or in such Alternative Currency for such alternative benchmarks, amended (as applicable, and, in each case, including any mathematical ) to incorporate or other adjustments adopt a new benchmark interest rate to such benchmark giving due consideration to any evolving or then existing convention replace the relevant rate for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment.an Available Currency;

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining (i) one, three and six month interest periods of Term SOFR, SOFR including because the Term SOFR Screen Rate is not available or published on a current basisbasis or (ii) Daily Simple SOFR, and in each case, such circumstances are unlikely to be temporary; or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR or Daily Simple SOFR, as may be applicable, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR, Daily Simple SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such representative interest periods of Term SOFR or Daily Simple SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR SOFR, Daily Simple SOFR, or the Term SOFR Screen Rate Rate, as applicable, are no longer representative or available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR or Daily Simple SOFR, as applicable, will be replaced hereunder and under any other applicable Credit Loan Document with (x) Daily Simple SOFR plus the SOFR Adjustment so long as a Daily Simple SOFR Loan is not also the subject of Section 3.6.2(a) or (b) above, or (y) Term SOFR plus the SOFR Adjustment, so long as a Term SOFR Loan is not also the subject of Section 3.6.2(a) or (b) above, in each case, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR any then current Successor Rate is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower Agent may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicableStates. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. Agent will promptly (in one or more notices) notify Borrowers and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for all purposes of the Loan Documents.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower Agent may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicableStates. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. Agent will promptly (in one or more notices) notify Borrowers and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. If a Successor Rate includes a SOFR-based rate, then as of the Term SOFR Replacement Date, the Unused Line Fee Rate shall increase by percentage points equal to the SOFR Adjustment for a one month interest period. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for all purposes of the Loan Documents.

Successor Rates. (a) If in connection with any request for a Term Rate Advance, a Daily Simple SOFR Advance or an Alternative Currency Daily Rate Advance or a conversion of Base Rate Advances to Term Rate Advances, or a request for a continuation of Term Rate Advances, as applicable, (i) the Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate for the applicable Committed Currency (or other Foreign Currency, as applicable) has been determined in accordance with Section 1.16(b) and the circumstances under clause (i) of Section 1.16(b) or the Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable Committed Currency (or other Foreign Currency, as applicable) for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term Rate Advance, Daily Simple SOFR Advance or an Alternative Currency Daily Rate Advance or in connection with an existing or proposed Base Rate Advance, or (ii) the Agent or the Required Lenders determine that for any reason that the Relevant Rate with respect to a proposed Advance denominated in a Committed Currency (or other Foreign Currency, as applicable) for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Advance, the Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Advances in the affected currencies, as applicable, or to convert Base Rate Advances to Term Rate Advances, shall be suspended in each case to the extent of the affected Term Rate Advances, Daily Simple SOFR Advances, Alternative Currency Daily Rate Advances or Interest Period or determination date(s), as applicable, and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 1.16(a), until the Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a Borrowing of, or conversion to Term Advances, or Borrowing of, or continuation of Term Rate Loans, Daily Simple SOFR Advances or Alternative Currency Daily Rate Advances to the extent of the affected Term Rate Advances, Daily Simple SOFR Advances, Alternative Currency Daily Rate Advances or Interest Period or determination date(s), as applicable or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances denominated in Dollars in the Dollar Equivalent of the amount specified therein and (ii) (A) any outstanding Term Rate Advances shall be deemed to have been converted to Base Rate Advances immediately and (B) any outstanding affected Term Rate Advances, Daily Simple SOFR Advances and Alternative Currency Daily Rate Advances, at the Company’s election, shall either (1) be converted into a Borrowing of Base Rate Advances denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Term Rate Advance, Daily Simple SOFR Advance or Alternative Currency Daily Rate Advance immediately, in the case of an Alternative Currency Daily Rate Advance of a Daily Simple SOFR Advance, or at the end of the applicable Interest Period, in the case of a Term Rate Advance, or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Advance or a Daily Simple SOFR Advance, or at the end of the applicable Interest Period, in the case of a Term Rate Advance; provided, that, if no election is made by the Company (x) in the case of an Alternative Currency Daily Rate Advance or a Daily Simple SOFR Advance, by the date that is three Business Days after receipt by the Company of such notice or (y) in the case of a Term Rate Advance, by the last day of the current Interest Period for the applicable Term Rate Advance, the Company shall be deemed to have elected clause (1) above. (b) Notwithstanding anything to the contrary in this Agreement or any Credit Documentother Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Company or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the BorrowerCompany) that the Borrower Company or the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining onethe Relevant Rate for the applicable Committed Currency (or other Foreign Currency, three and six month interest periods as applicable) because none of Term SOFR, the tenors of such Relevant Rate (including because the Term SOFR Screen Rate any forward-looking term rate thereof) is not available or published on a current basis, basis and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Applicable Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, (as defined below) has made a public statement identifying a specific date after which oneall tenors of the Relevant Rate for a Committed Currency (or other Foreign Currency, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate as applicable) (including any forward-looking term rate thereof) shall or will no longer be representative or made available available, or permitted to be used for determining the interest rate of U.S. Dollar loans denominated syndicated loansin such Committed Currency (or other Foreign Currency, as applicable), or shall or will otherwise cease, provided, that that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide such interest periods representative tenor(s) of Term SOFR after the Relevant Rate for such specific date Committed Currency (or other Foreign Currency, as applicable) (the latest date on which oneall tenors of the Relevant Rate for such Committed Currency (or other Foreign Currency, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate as applicable) (including any forward-looking term rate thereof) are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”); thenor (iii) syndicated loans currently being executed and agented in the U.S., on a date and time determined by the Administrative Agent are being executed or amended (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for ) to incorporate or adopt a new benchmark interest calculated and, solely with respect rate to clause (b)(ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that replace the Relevant Rate for an Alternative a Committed Currency is not available (or (z) other Foreign Currency, as applicable); or if the events or circumstances of the type described in clauses Section 1.16(b)(i), (b)(iii) or (b)(iiiii) above have occurred with respect to the Successor Rate then in effect, then in each casethen, the Administrative Agent and the Borrower Company may amend this Agreement solely for the purpose of replacing Term SOFR the Relevant Rate for a Committed Currency (or other Foreign Currency, as applicable) or any then current Successor Rate for a Committed Currency (or other Foreign Currency, as applicable) in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, 1.16 with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States U.S. and denominated in U.S. Dollars such Committed Currency (or in such Alternative Currency other Foreign Currency, as applicable) for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States U.S. and denominated in U.S. Dollars such Committed Currency (or in such Alternative Currency for such alternative benchmarksother Foreign Currency, as applicable. For ) for such benchmarks (and any such proposed rate, including for the avoidance of doubt, any such proposed rate and adjustments shall constitute adjustment thereto, a “Successor Rate. Any ”), and any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts shall have posted such proposed amendment to all Lenders and the Borrower Company unless, prior to such time, Lenders comprising the Required Lenders deliver have delivered to the Administrative Agent written notice that the such Required Lenders object to such amendment. The Agent will promptly (in one or more notices) notify the amendmentCompany and each Lender of the implementation of any Successor Rate. Any 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 Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than 0.0%, the Successor Rate will be deemed to be 0.0% for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a Successor Rate, the Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided, that, with respect to any such amendment effected, the Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective. For purposes of this Section 1.16, those Lenders that either have not made, or do not have an obligation under this Agreement to make, Loans denominated in the applicable Committed Currency or Alternative Currency shall be excluded from any determination of Required Lenders for purposes of the establishment of a Successor Rate with respect to the applicable Committed Currency or Alternative Currency.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Borrowers or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the BorrowerBorrowers) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining one, three (3) and six (6) month interest periods of Term SOFRBSBY Rate, including because the Term SOFR BSBY Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (ii) CME Bloomberg or any successor administrator of the Term SOFR BSBY Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME Bloomberg or such administrator with respect to its publication of Term SOFRBSBY, in each case acting in such capacity, has made a public statement identifying a specific date after which oneone (1), three (3) and six (6) month interest periods of Term SOFR BSBY Rate or the Term SOFR BSBY Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR BSBY Rate after such specific date (the latest date on which oneone (1), three (3) and six (6) month interest periods of Term SOFR BSBY Rate or the Term SOFR BSBY Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR BSBY Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iiii) above, no later than the Scheduled Unavailability Date, Term SOFR BSBY Rate will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus with, subject to the SOFR Adjustmentproviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”)): (A) Term SOFR plus the SOFR Adjustment; and (B) Daily Simple SOFR plus the SOFR Adjustment; provided, that if initially BSBY is replaced with Daily Simple SOFR plus the SOFR Adjustment and, subsequent to such replacement, the Administrative Agent determines that Term SOFR has become available and is administratively feasible for the Administrative Agent in its discretion, and the Administrative Agent notifies the Borrowers and Lenders of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Successor Rate shall be Term SOFR plus the SOFR Adjustment. If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR neither of the alternatives in clauses (A) and (B) above is not available on or prior to the Term SOFR BSBY Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ii) or (b)(iiii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower Borrowers may amend this Agreement solely for the purpose of replacing Term SOFR BSBY Rate or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated U.S. dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States States, which adjustment or method for calculating such adjustment shall be published on an information service selected by the Administrative Agent from time to time in its discretion and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicablemay be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. The Administrative Agent will promptly (in one or more notices) notify the Borrowers and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for the Administrative Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero (0), the Successor Rate will be deemed to be zero (0) for all purposes of the Loan Documents.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the Administrative Agent Lender 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: (ia) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative AgentLender, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent Lender that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent Lender (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent▇▇▇▇▇▇, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent Lender determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent Lender and the Borrower Borrowers may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks benchmark in similar syndicated U.S. dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks benchmark in similar U.S. dollar denominated credit facilities syndicated and agented in the United States States, which adjustment or method for calculating such adjustment shall be published on an information service selected by ▇▇▇▇▇▇ from time to time in its discretion and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicablemay be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment Lender will promptly (in one or more notices) notify Borrowers of implementation of any Successor Rate. A Successor Rate shall become effective at 5:00 p.m. (New York City time) on be applied in a manner consistent with market practice; provided, that to the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such timeextent market practice is not administratively feasible for Lender, the Required Lenders deliver Successor Rate shall be applied in a manner as determined by Lender in its discretion. If a Successor Rate includes a SOFR-based rate, then as of the Term SOFR Replacement Date, the Unused Line Fee Rate shall increase by percentage points equal to the Administrative Agent written notice that SOFR Adjustment for a one month interest period. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than 0.25%, the Required Lenders object Successor Rate will be deemed to be 0.25% for all purposes of the amendmentLoan Documents.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining (i) one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary, (ii) one, three and six month interest periods of EURIBOR including because EURIBOR is not available or published on a current basis, and such circumstances are unlikely to be temporary, or (iii) UK ▇▇▇▇▇, including because UK ▇▇▇▇▇ is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) (i) with respect to US Revolver Loans, CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, “Term SOFR Scheduled Unavailability Date”); (c) (ii) with respect to UK Revolver Loans, (x) the Applicable Authority has made a public statement identifying a specific date after which all tenors of the relevant rate for EURIBOR and/or UK ▇▇▇▇▇ ▇▇▇▇ (including any forward-looking term rate thereof) shall or will no longer be representative or made available, or used for determining the interest rate of loans denominated in such Available Currency, or shall or will otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Agent that will continue to provide such representative tenor(s) of the relevant rate for such Available Currency (the latest date on which all tenors of the relevant rate for such Available Currency (including any forward-looking term rate thereof) are no longer representative or available permanently or indefinitely, the “UK Scheduled Unavailability Date”); or (y) syndicated loans currently being executed and agented in the United States, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the relevant rate for an Available Currency; then, (1) with respect to US Revolver Loans, on a date and time determined by the Administrative Agent (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib)(i) above, no later than the Term SOFR Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR AdjustmentSOFR, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Term SOFR Successor Rate”). If the Term SOFR Successor Rate is Daily Simple SOFR plus the SOFR AdjustmentSOFR, all interest will be payable on a monthly basis; and then, (2) with respect to UK Revolver Loans, the Agent and the Borrowers may amend this Agreement solely for the purpose of replacing the relevant rate for an Available Currency or any then current UK Successor Rate for an Available Currency in accordance with this Section with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the United States and denominated in such Available Currency 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 credit facilities syndicated and agented in the United States and denominated in such Available Currency for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Agent from time to time in its reasonable discretion and may be periodically updated (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a (“UK Successor Rate”). Notwithstanding anything to the contrary herein, with respect to US Revolver Loans, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Term SOFR Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower Agent may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Term SOFR Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicableStates. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Term SOFR Successor Rate. Any such amendment pursuant to this Section shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. Agent will promptly (in one or more notices) notify Borrowers and Lenders of implementation of any Term SOFR Successor Rate and/or UK Successor Rate. A Term SOFR Successor Rate and/or UK Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for Agent, the Term SOFR Successor Rate and/or UK Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. Notwithstanding anything else herein, if at any time any Term SOFR Successor Rate and/or UK Successor Rate as so determined would otherwise be less than zero (0) the Term SOFR Successor Rate and/or UK Successor Rate will be deemed to be zero (0) for all purposes of the Loan Documents.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: (iA) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or or (iiB) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available available, or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “"Scheduled Unavailability Date”"); then, on a date and time determined by the Administrative Agent (any such date, a “"Term SOFR Replacement Date”"), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, to any Credit Loan Document (the “"Successor Rate”"). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x1) if the Administrative Agent determines that Daily Simple SOFR neither of the alternatives in clauses (I) and (II) above is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available Date or (z2) if the events or circumstances of the type described in clauses Section (b)(ig)(ii)(A) or (b)(iiB) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower Agent may amend this the Credit Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicablewhich adjustment or method for calculating such adjustment shall be published on an information service selected by Agent from time to time in its discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment.

Successor Rates. Notwithstanding anything to the contrary in any Credit Loan Document, if the Administrative Agent Lender 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: (ia) adequate and reasonable means do not exist for ascertaining one, three and six -month interest periods of Term SOFRSOFR Rate, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative AgentLender, CME or such administrator with respect to its publication of Term SOFRSOFR Rate, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six -month interest periods of Term SOFR Rate or the Term SOFR Screen Rate shall or will no longer be representative or made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent Lender that will continue to provide such representative interest periods of Term SOFR Rate after such specific date (the latest date on which one, three and six -month interest periods of Term SOFR Rate or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, “Scheduled Unavailability Date”); then, on a date and time determined by the Administrative Agent Lender (any such date, a “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period interest period or on the relevant interest payment date, as applicable, applicable for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term the SOFR Rate will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent▇▇▇▇▇▇, in each case, without any amendment to, or further action or consent of any other party to, any Credit Loan Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent Lender determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent Lender and the Borrower Borrowers may amend this Agreement solely for the purpose of replacing Term the SOFR Rate or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Periodinterest period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks benchmark in similar syndicated U.S. dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks benchmark in similar U.S. dollar denominated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicableStates. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment Lender will promptly (in one or more notices) notify Borrowers of implementation of any Successor Rate. A Successor Rate shall become effective at 5:00 p.m. (New York City time) on be applied in a manner consistent with market practice; provided, that to the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such timeextent market practice is not administratively feasible for Lender, the Required Lenders deliver Successor Rate shall be applied in a manner as determined by Lender in its discretion. If a Successor Rate includes a SOFR-based rate, then as of the SOFR Replacement Date, the Unused Line Fee Rate shall increase by percentage points equal to the Administrative Agent written notice that SOFR Adjustment for a one month interest period. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Required Lenders object Successor Rate will be deemed to be zero for all purposes of the amendmentLoan Documents.

Successor Rates. Notwithstanding anything to the contrary in any Credit Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Lead Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Lead Borrower) that the Lead Borrower or the Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (iib) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “"Scheduled Unavailability Date”"); then, on a date and time determined by the Administrative Agent (any such date, a “"Term SOFR Replacement Date”"), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Document (the “"Successor Rate”"). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, Date or (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(ia) or (b)(iib) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Lead Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 3.06 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar U.S. dollar denominated syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar U.S. dollar denominated credit facilities syndicated and agented in the United States States, which adjustment or method for calculating such adjustment shall be published on an information service selected by the Administrative Agent from time to time in its discretion and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicablemay be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Lead Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment. The Administrative Agent will promptly (in one or more notices) notify the Lead Borrower and Lenders of implementation of any Successor Rate. A Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent market practice is not administratively feasible for the Administrative Agent, the Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If a Successor Rate includes a SOFR-based rate, then as of the Term SOFR Replacement Date, the Unused Line Fee Rate shall increase by percentage points equal to the SOFR Adjustment for a one month interest period. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for all purposes of the Credit Documents.

Successor Rates. (i) Notwithstanding anything herein to the contrary contrary, the protection of Sections 2.11(1), 2.12(d), and 2.13 shall be available to Issuing Bank and each Lender (as applicable) regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred or been imposed, so long as it shall be customary for issuing banks or lenders affected thereby to comply therewith. Notwithstanding any other provision herein, neither Issuing Bank nor any Lender shall demand compensation pursuant to this Section 2.13 if it shall not at the time be the general policy or practice of Issuing Bank or such Lender (as the case may be) to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any in any Credit Loan Document, if the 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 BorrowerBorrower Agent) that the Borrower Borrowers or the Required Lenders (as applicable) have determined, that: : (iA) adequate and reasonable means do not exist for ascertaining one, three and six month interest periods of Term SOFR, including because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or or (iiB) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent, CME or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available or permitted to be used for determining the interest rate of U.S. Dollar dollar denominated syndicated loans, or shall or will otherwise cease, provided, that at the time of such statement, there is no successor administrator satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one, three and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, “"Scheduled Unavailability Date”"); then, on a date and time determined by the Administrative Agent (any such date, a “"Term SOFR Replacement Date”"), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (b)(iib) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any other applicable Credit Loan Document with Daily Simple SOFR plus the SOFR Adjustment, for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, any Credit Document (the “Successor Rate”). If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest will be payable on a monthly basis. Notwithstanding anything to the contrary herein, (x) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, (y) if the Administrative Agent determines that the Relevant Rate for an Alternative Currency is not available or (z) if the events or circumstances of the type described in clauses (b)(i) or (b)(ii) above have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.10 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for such alternative benchmarks in similar syndicated credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for such benchmarks in similar credit facilities syndicated and agented in the United States and denominated in U.S. Dollars or in such Alternative Currency for such alternative benchmarks, as applicable. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent posts such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders deliver to the Administrative Agent written notice that the Required Lenders object to the amendment.party