Common use of LIBOR Discontinuation Clause in Contracts

LIBOR Discontinuation. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if the LIBO Rate is not available at any time for any reason (including that adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including because the applicable screen rate is not available or published on a current basis and such circumstances are unlikely to be temporary), as reasonably determined by the Borrower and the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine or (ii) absent such mutual selection by the Borrower and the Administrative Agent, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes unless, prior to such time, the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to exist, then the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (or during, as applicable) which time the provisions of Section 2.08 shall control with respect to such applicable Classes of Loans and Commitments.

LIBOR Discontinuation. (a) (a) Notwithstanding anything to the contrary contained in this Agreement or the any other Loan Documents, if the LIBO Rate is not available at any time for any reason Administrative Agent determines (including which determination shall be made by notice to the Borrower and shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate LIBOR for any requested Interest Period, including including, without limitation, because the applicable screen rate LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary), as reasonably determined by ; (ii) the Borrower and administrator of the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) LIBOR Screen Rate or a successor or alternative index rate as Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (but notsuch specific date, for the avoidance “Scheduled Unavailability Date”); or (iii) syndicated loans being executed in the U.S. at the time, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of doubtsuch notice, any other Lender) as applicable, the Administrative Agent and the Borrower may reasonably determine amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (iiif any) absent incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such mutual selection by the Borrower and the Administrative Agentalternative benchmarks (any such proposed rate, a comparable successor or alternative interbank rate for deposits in dollars that is“LIBOR Successor Rate”), at together with any proposed LIBOR Successor Rate Conforming Changes and any such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will shall become effective at 5:00 p.m., p.m. (New York City time, ) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes Borrower unless, prior to such time, Lenders comprising the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to exist, then the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (or during, as applicable) which time the provisions of Section 2.08 shall control with respect to such applicable Classes of Loans and Commitmentsamendment.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrary, and without limiting the provisions of Section 2.02, in the event that the Administrative Agent shall have determined with the consent of the Borrowers (which determination shall be final and conclusive and binding upon all parties hereto) that there exists, at such time, a broadly accepted market convention for determining a rate of interest for syndicated loans in the United States in lieu of the ICE LIBOR, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary contained in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement or so long as the other Loan DocumentsLenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, if within five Business Days of the LIBO Rate is not available at any time date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but only to the extent the ICE LIBOR for any reason (including that adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including because the applicable screen rate Interest Period is not available or published at such time on a current basis and such circumstances are unlikely to be temporarybasis), as reasonably determined (x) no Loans may be made as, or converted to, Eurodollar Rate Loans, and (y) any Borrowing Notice (whether for a Borrowing of new Eurodollar Rate Loans or a conversion or continuation of existing Eurodollar Rate Loans) given by the Borrower and the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine or (ii) absent such mutual selection by the Borrower and the Administrative Agent, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes unless, prior to such time, the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to exist, then the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (or during, as applicable) which time the provisions of Section 2.08 shall control Borrowers with respect to such applicable Classes of Eurodollar Rate Loans and Commitmentsshall be deemed to be rescinded by the Borrowers.

LIBOR Discontinuation. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Credit Documents, if the LIBO Rate is not available at any time for any reason (including that adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including because the applicable screen rate is not available or published on a current basis and such circumstances are unlikely to be temporary), as reasonably determined by the Borrower and the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine or (ii) absent such mutual selection by the Borrower and the Administrative Agent, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each the other applicable Loan Document, in each case among Credit Documents may be amended by the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will become effective if (i) at 5:00 p.m., New York City time, on the fifth Business Day after any time the Administrative Agent or the Borrower determine (which determination shall have posted be conclusive absent manifest error) that the London Interbank Offered Rate is not ascertainable, and the inability to ascertain such proposed amendment rate is unlikely to be temporary and/or (ii) the Lenders in respect supervisor for the administrator of the Loans LIBOR Rate or Commitments of all similarly and directly affected Classes unless, prior to such time, the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to a Governmental Authority having jurisdiction over the Administrative Agent written notice that has made a public statement identifying a specific date after which the applicable LIBOR Rate shall no longer be used for determining interest rates for loans, to replace LIBOR and the LIBOR Rate with a successor or alternative index rate broadly accepted as the prevailing market practice for syndicated leveraged loans of this type or such Lenders do not accept other successor or alternative index rate reasonably determined by the Administrative Agent and the Borrower in lieu of LIBOR and the LIBOR Rate, and/or make such amendment (which such notice shall note with specificity the particular provisions of the amendment other related changes to which such Lenders object)this Agreement as may be applicable; provided that (i) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided . Notwithstanding anything to the contrary in Section 13.1 or otherwise in this Agreement, such amendment shall become effective without any further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (action or pending the resolution consent of any such determination) and the circumstances described in such proviso continue Lender or any other party to exist, then this Agreement so long as the Administrative Agent will promptly so notify shall not have received, within five (5) Business Days following the Borrower and date that notice of such successor or alternate index rate is posted or otherwise provided to the applicable Lenders, after (or during, as applicable) which time written notice from the provisions of Section 2.08 shall control with respect Required Lenders stating that such Required Lenders object to such applicable Classes of Loans and Commitmentsamendment.

LIBOR Discontinuation. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if the LIBO Rate is not available (i) If at any time for any reason the Administrative Agent determines (including which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining (i) the LIBO Rate for any requested Interest Period, including because the applicable screen rate is not available or published on a current basis circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary), as reasonably determined by the Borrower and the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine temporary or (ii) absent a Benchmark Discontinuance Event has occurred, the Administrative Agent and the Company shall endeavor to establish an alternate replacement rate of interest to the Adjusted LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for bank loans in the United States at such mutual selection by time as well as to the Borrower Administrative Agent's operational requirements, and the Administrative Agent, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as Agent and the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to Company shall enter into an amendment to this Agreement to reflect such alternate rate of interest and each such other applicable Loan Documentrelated changes to this Agreement as may be applicable. If such replacement rate of interest as so determined would be less than zero, such rate shall be deemed to be zero. In order to account for the relationship of the replacement interest rate to the Adjusted LIBO Rate, additional spread adjustment and/or other adjustments may be taken into account in each case among the Borrower replacement rate of interest to preserve the economic yield of the Lenders in effect as of, and as contemplated on, the Closing Date. (ii) Notwithstanding anything to the contrary in Section 10.5, the amendment referred to in clause (i) above shall become effective without any further action or consent of any other party to this Agreement so long as the Lenders shall have received at least five Business Days' prior written notice of such amendment thereof and the Administrative Agent (but notshall not have received, for within five Business Days of the avoidance date of doubt, any Lender) that will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment notice to the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes unlessLenders, prior to such time, a written notice from the Required Lenders in respect stating that the Required Lenders object to such amendment. (iii) To the extent that a Benchmark Immediate Discontinuance Event has occurred, until an alternate rate of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate interest shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso this paragraph, (x) no Loans may be made as, or pending the resolution of converted to, LIBO Rate Loans, and (y) any such determination) and the circumstances described in such proviso continue to exist, then the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (Funding Notice or during, as applicable) which time the provisions of Section 2.08 shall control Conversion/Continuation Notice given by Company with respect to such applicable Classes of LIBO Rate Loans and Commitmentsshall be deemed to be rescinded by Company.

LIBOR Discontinuation. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if the LIBO Rate is not available at any time for any reason Administrative Agent determines (including which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate LIBOR for any requested Interest Period, including including, without limitation, because (i) the LIBOR quote on the applicable Bloomberg screen rate page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (the “LIBOR Screen Rate”) is not available or published on a current basis and such circumstances are unlikely to be temporary)temporary or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which such LIBOR Screen Rate shall no longer be used for determining the interest rate of loans, as reasonably determined by the Administrative Agent shall notify the Borrower. Thereafter, at the written request of the Borrower and or the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine or (ii) absent such mutual selection by the Borrower and the Administrative Agent, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each the other applicable Loan Document, in each case among Documents may be amended to replace LIBOR with an alternate floating rate (or a successor to such alternate floating rate) (including any appropriate mathematical adjustments to such alternate or successor rate (the Borrower “LIBOR Successor Rate”) and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment conforming changes to the Lenders in respect definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate to reflect the adoption of the Loans or Commitments of all similarly LIBOR Successor Rate and directly affected Classes unless, prior to such time, permit the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate shall be applied administration thereof by the Administrative Agent in a manner substantially consistent with market practice practice) as agreed between the Administrative Agent and the Borrower, giving due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, which amendment shall become effective without any further action or consent so long as the Administrative Agent shall not have received, within five (ii5) Business Days after notice of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment); provided that to the extent that the Administrative Agent determines that adoption of any aspect of such market practice is not administratively feasible and commercially practicable for the Administrative AgentAgent or that no market practice for the administration of such LIBOR Successor Rate exists, such successor or alternative rate LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further thatthat until the amendments to this Agreement and the other Loan Documents become effective pursuant to the foregoing, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended and any Eurocurrency Rate Loan then outstanding shall be converted into Base Rate Loans (without reference to the Eurocurrency Rate component thereof) either on the last day of the Interest Period therefor, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso Lenders may lawfully continue to exist, then the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (or during, as applicable) which time the provisions of Section 2.08 shall control with respect maintain such Eurocurrency Rate Loan to such applicable Classes of Loans and Commitmentsday, or immediately, if the Lenders may not lawfully continue to maintain such Eurocurrency Rate Loan; provided further that in no event shall the LIBOR Successor Rate be less than zero.

LIBOR Discontinuation. (a) Notwithstanding anything to the contrary contained in this Agreement or the any other Loan Facility Documents, if the LIBO Rate is not available at any time for any reason Administrative Agent determines (including which determination shall be made by notice to the Borrower and shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate LIBOR for any requested Interest Accrual Period, including including, without limitation, because the applicable screen rate Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary), as reasonably determined by ; (ii) the Borrower and administrator of the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) Screen Rate or a successor or alternative index rate as Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the Screen Rate shall no longer be made available, or used for determining the interest rate of loans (but notsuch specific date, for the avoidance “Scheduled Unavailability Date”); or (iii) syndicated loans being executed in the U.S. at the time, or that include language similar to that contained in this Section 2.18, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of doubtsuch notice, any other Lender) as applicable, the Administrative Agent and the Borrower may reasonably determine amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (iiif any) absent incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such mutual selection by the Borrower and the Administrative Agentalternative benchmarks (any such proposed rate, a comparable successor or alternative interbank rate for deposits in dollars that is“LIBOR Successor Rate”), at together with any proposed LIBOR Successor Rate Conforming Changes and any such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will shall become effective at 5:00 p.m., p.m. (New York City time, ) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes Borrower unless, prior to such time, Lenders comprising the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment amendment. (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (ib) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably If no LIBOR Successor Rate has been determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to existunder clause (a)(i) above exist or the Scheduled Unavailability Date has occurred, then as applicable, the Administrative Agent will promptly so notify the Borrower and each Lender. From and after the applicable Lendersdate of the occurrence of the circumstances described under clause (a)(i) or the occurrence of the Scheduled Unavailability Date (until a LIBOR Successor Rate has been determined in accordance with Section 2.18(a)), after (x) the obligation of the Lenders to make or duringmaintain Advances shall be suspended (to the extent of the affected Advances or Interest Accrual Periods), as applicableand (y) which time the provisions LIBOR component shall no longer be utilized in determining the Interest Rate. Upon receipt of Section 2.08 such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of an Advance (to the extent of the affected Advances or Interest Accrual Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Advances based on the Base Rate (subject to the foregoing clause (y)) in the amount specified therein. (c) Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall control with respect to provide that in no event shall such applicable Classes LIBOR Successor Rate be less than zero for purposes of Loans and Commitmentsthis Agreement.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrary, and without limiting the provisions of Section 2.02, in the event that the Administrative Agent shall have determined with the consent of the Borrower (which determination shall be final and conclusive and binding upon all parties hereto) that there exists, at such time, a broadly accepted market convention for determining a rate of interest for syndicated loans in the United States in lieu of the ICE LIBOR, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary contained in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement or so long as the other Loan DocumentsLenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, if within five Business Days of the LIBO Rate is not available at any time date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but only to the extent the ICE LIBOR for any reason (including that adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including because the applicable screen rate Interest Period is not available or published at such time on a current basis and such circumstances are unlikely to be temporarybasis), as reasonably determined (x) no Loans may be made as, or converted to, Eurodollar Rate Loans, and (y) any Borrowing Notice (whether for a Borrowing of new Eurodollar Rate Loans or a conversion or continuation of existing Eurodollar Rate Loans) given by the Borrower and the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine or (ii) absent such mutual selection by the Borrower and the Administrative Agent, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes unless, prior to such time, the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to exist, then the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (or during, as applicable) which time the provisions of Section 2.08 shall control with respect to such applicable Classes of Eurodollar Rate Loans and Commitmentsshall be deemed to be rescinded by the Borrower.

LIBOR Discontinuation. Notwithstanding anything to the contrary contained in this Agreement or the any other Loan Documents, if the LIBO Rate is not available at any time for any reason Agent determines (including which determination shall be conclusive absent manifest error), or the Lead Borrower or Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to the Lead Borrower) that the Lead Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining the LIBO London Interbank Offered Rate (“LIBOR”) as used in the definition of “LIBOR Rate” for any requested Interest Period, including including, without limitation, because the applicable screen rate LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably determined promptly after such determination by the Borrower Agent or receipt by the Agent of such notice, as applicable, the Agent and the Administrative AgentLead Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) (any such proposed rate, then the a “LIBO LIBOR Successor Rate” for such Interest Period shall be ”), together with any proposed LIBOR Successor Rate Conforming Changes (i) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of doubt, any other Lenderdefined below) and the Borrower may reasonably determine or (ii) absent any such mutual selection by the Borrower and the Administrative Agent, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will shall become effective at 5:00 p.m., p.m. (New York City time, ) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes Lead Borrower unless, prior to such time, Lenders comprising the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment (which such notice shall note with specificity amendment. If no LIBOR Successor Rate has been determined and the particular provisions of the amendment to which such Lenders object); provided that circumstances under clause (i) any such successor above exist or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and Scheduled Unavailability Date has occurred (ii) to as applicable), the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to exist, then the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (x) the applicable Lendersobligation of the Lenders to make or maintain LIBOR Rate Loans shall be suspended, after (to the extent of the affected LIBOR Rate Loans or duringInterest Periods), as applicableand (y) which time the provisions LIBOR Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Rate Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. As used in this Section 2.08 shall control with respect to such applicable Classes of Loans and Commitments.1.08:

LIBOR Discontinuation. Notwithstanding anything to the contrary contained in this Agreement or the any other Loan Documents, if the LIBO Rate is not available at any time for any reason Administrative Agent determines (including which determination shall be conclusive absent manifest error), or the Administrative Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrowers) that the Administrative Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining the LIBO Rate LIBOR for any requested Interest Period, including including, without limitation, because the applicable screen rate LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary); or (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, as reasonably determined by or used for determining the Borrower and interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, then that will continue to provide LIBOR after such specific date (such specific date, the “LIBO Rate” for Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section 1.10, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such Interest Period shall be (i) a successor or alternative index rate as determination by the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine or (ii) absent such mutual selection receipt by the Borrower Administrative Agent of such notice, as applicable, the Administrative Agent and the Administrative AgentBorrower may amend this Agreement solely for the purpose of replacing LIBOR in accordance with this Section 1.10 with (x) one or more SOFR-Based Rates or (y) another alternate 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 and, a comparable successor in each case, including any mathematical or alternative interbank rate other adjustments to such benchmark giving due consideration to any evolving or then existing convention for deposits in dollars that issimilar U.S. dollar denominated syndicated credit facilities for such benchmarks, at which adjustment or method for calculating such time, broadly accepted adjustment shall be published on an information service as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined selected by the Administrative AgentAgent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, in each case pursuant to an a “LIBOR Successor Rate”), and any such amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will shall become effective at 5:00 p.m., New York City time, p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes Administrative Borrower unless, prior to such time, Lenders comprising the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment (which such notice shall note with specificity A) in the particular provisions case of the an amendment to which replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such Lenders object)amendment; provided that for the avoidance of doubt, in the case of clause (i) A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such successor or alternative rate amendment. Such LIBOR Successor Rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if Agent. If no such successor LIBO LIBOR Successor Rate is able to be reasonably has been determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to existunder clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), then the Administrative Agent will promptly so notify the Administrative Borrower and each Lender. Thereafter, (x) the applicable Lendersobligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, after (to the extent of the affected Eurocurrency Rate Loans or duringInterest Periods), as applicableand (y) which the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Administrative Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the provisions contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of Section 2.08 shall control any other party to this Agreement; provided that, with respect to any such applicable Classes of Loans and Commitmentsamendment effected, the Administrative Agent shall post each such amendment implementing such LIBOR Successor Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrary, and without limiting the provisions of Section 2.03 or 2.06, in the event that the Administrative Agent shall have determined with the consent of the Administrative Borrower (which determination shall be final and conclusive and binding upon all parties hereto) that there exists, at such time, a broadly accepted market convention for determining a rate of interest for syndicated loans in the United States in lieu of the ICE LIBOR, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Administrative Borrower shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary contained in Section 13.01, such amendment shall become effective without any further action or consent of any other party to this Agreement or so long as the other Loan DocumentsLenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, if within five Business Days after the LIBO Rate is not available at any time date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but only to the extent the ICE LIBOR for any reason (including that adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including because the applicable screen rate Interest Period is not available or published at such time on a current basis and such circumstances are unlikely to be temporarybasis), as reasonably determined by the Borrower (x) no Loans may be made as, or converted to, Eurodollar Loans, and the Administrative Agent, then the “LIBO Rate” (y) any Notice of Borrowing (whether for such Interest Period shall be (ia Borrowing of new Eurodollar Loans or a conversion or continuation of existing Eurodollar Loans) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine or (ii) absent such mutual selection by the Borrower and the Administrative Agent, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined given by the Administrative Agent, in each case pursuant Borrower with respect to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to the Lenders in respect of the Eurodollar Loans or Commitments of all similarly and directly affected Classes unless, prior to such time, the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate shall be applied deemed to be rescinded by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to exist, then the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (or during, as applicable) which time the provisions of Section 2.08 shall control with respect to such applicable Classes of Loans and Commitments.

LIBOR Discontinuation. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if the LIBO Rate is not available If at any time for any reason the Administrative Agent determines (including which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining (a) the LIBO Rate for any requested Interest Period, including because the applicable screen rate is not available or published on a current basis circumstances set forth in Section 2.14(a) have arisen and such circumstances are unlikely to be temporarytemporary or (b) the circumstances set forth in in Section 2.14(a) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), as reasonably determined (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Borrower and LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative AgentAgent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the “Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate (and Adjusted LIBO Rate” ) that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such Interest Period time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be (i) a successor or alternative index rate as the Administrative Agent applicable (but not, for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate). Notwithstanding anything to the contrary in Section 10.02, such amendment shall become effective without any further action or consent of any other Lender) and the Borrower may reasonably determine or (ii) absent such mutual selection by the Borrower and the Administrative Agent, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment party to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will become effective at 5:00 p.m., New York City time, on the fifth Business Day after so long as the Administrative Agent shall not have posted received, within five Business Days of the date notice of such proposed amendment alternate rate of interest is provided to the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes unlessLenders, prior to such time, a written notice from the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice stating that such Required Lenders do not accept object to such amendment (which such notice shall note with specificity the particular provisions amendment. Until an alternate rate of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate interest shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with this Section 1.07 (but, in the foregoing proviso (or pending the resolution case of any such determination) and the circumstances described in clause (b) of the first sentence of this Section 1.07, only to the extent the LIBO Screen Rate for such proviso continue Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective, (y) if any Borrowing Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing and (z) any Competitive Bid Request shall be ineffective; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to exist, then be zero for the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (or during, as applicable) which time the provisions purposes of Section 2.08 shall control with respect to such applicable Classes of Loans and Commitmentsthis Agreement.

LIBOR Discontinuation. (a) Notwithstanding anything to the contrary contained in this Agreement or the any other Loan Facility Documents, if the LIBO Rate is not available at any time for any reason Administrative Agent determines (including which determination shall be made by notice to the Borrower, the Collateral Agent and the Collateral Administrator and shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent, the Collateral Agent and the Collateral Administrator (with, in the case of the Required Lenders, a copy to Borrower) that the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate LIBOR for any requested Interest Accrual Period, including including, without limitation, because the applicable screen rate Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary), as reasonably determined by ; (ii) the Borrower and administrator of the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) Screen Rate or a successor or alternative index rate as Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the Screen Rate shall no longer be made available, or used for determining the interest rate of loans (but notsuch specific date, for the avoidance “Scheduled Unavailability Date”); or (iii) syndicated loans being executed in the U.S. at the time, or that include language similar to that contained in this Section 2.18, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of doubtsuch notice, any other Lender) as applicable, the Administrative Agent and the Borrower may reasonably determine amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (iiif any) absent incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such mutual selection by the Borrower and the Administrative Agentalternative benchmarks (any such proposed rate, a comparable successor or alternative interbank rate for deposits in dollars that is“LIBOR Successor Rate”), at together with any proposed LIBOR Successor Rate Conforming Changes and any such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will shall become effective at 5:00 p.m., p.m. (New York City time, ) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes Borrower unless, prior to such time, Lenders comprising the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment amendment. (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (ib) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably If no LIBOR Successor Rate has been determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to existunder clause (a)(i) above exist or the Scheduled Unavailability Date has occurred, then as applicable, the Administrative Agent will promptly so notify the Borrower and each Lender. From and after the applicable Lendersdate of the occurrence of the circumstances described under clause (a)(i) or the occurrence of the Scheduled Unavailability Date (until a LIBOR Successor Rate has been determined in accordance with Section 2.18(a)), after (x) the obligation of the Lenders to make or duringmaintain Advances based on LIBOR will be suspended (to the extent of the affected Advances or Interest Accrual Periods), as applicableand (y) which time the provisions LIBOR component will no longer be utilized in determining the Interest Rate. Upon receipt of Section 2.08 such notice, the Borrower may revoke any pending request for an Advance of, conversion to or continuation of an Advance based on LIBOR (to the extent of the affected Advances or Interest Accrual Periods) or, failing that, will be deemed to have converted such request into a request for an Advance based on the Base Rate (subject to the foregoing clause (y)) in the amount specified therein. (c) Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall control with respect to provide that in no event will such applicable Classes LIBOR Successor Rate be less than zero for purposes of Loans and Commitmentsthis Agreement.

LIBOR Discontinuation. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if the LIBO Rate is not available (i) If at any time for any reason Administrative Agent determines (including which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining (i) the LIBO Rate for any requested Interest Period, including because the applicable screen rate is not available or published on a current basis circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary), as reasonably determined by the Borrower and the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine temporary or (ii) absent such mutual selection by the Borrower a Benchmark Discontinuance Event has occurred, Administrative Agent and the Companies shall endeavor to establish an alternate replacement rate of interest to the Adjusted LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for bank loans in the United States at such time as well as to Administrative Agent’s operational requirements, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as and Administrative Agent and the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to Companies shall enter into an amendment to this Agreement to reflect such alternate rate of interest and each such other applicable Loan Documentrelated changes to this Agreement as may be applicable. If such replacement rate of interest as so determined would be less than zero, such rate shall be deemed to be zero. In order to account for the relationship of the replacement interest rate to the Adjusted LIBO Rate, additional spread adjustment and/or other adjustments may be taken into account in each case among the Borrower replacement rate of interest to preserve the economic yield of the Lenders in effect as of, and as contemplated on, the Closing Date. (ii) Notwithstanding anything to the contrary in Section 10.5, the amendment referred to in clause (i) above shall become effective without any further action or consent of any party to this Agreement (other than Administrative Agent and the Administrative Agent (but not, for Companies) so long as the avoidance Lenders shall have received at least five Business Days’ prior written notice of doubt, any Lender) that will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the such amendment thereof and Administrative Agent shall not have posted received, within five Business Days of the date of such proposed amendment notice to the Lenders, a written notice from the Requisite Lenders in respect of stating that the Loans or Commitments of all similarly and directly affected Classes unless, prior Requisite Lenders object to such timeamendment. (iii) To the extent that a Benchmark Immediate Discontinuance Event has occurred, the Required Lenders in respect until an alternate rate of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate interest shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso this paragraph, (x) no Loans may be made as, or pending the resolution of converted to, LIBO Rate Loans, and (y) any such determination) and the circumstances described in such proviso continue to exist, then the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (or during, as applicable) which time the provisions of Section 2.08 Funding Notice requesting LIBO Rate Loans shall control with respect to such applicable Classes of be deemed a request for Base Rate Loans and Commitmentsany Conversion/Continuation Notice (to the extent it contemplates the continuation of, or conversion into, LIBO Rate Loans) shall be deemed to be rescinded by the Companies.

LIBOR Discontinuation. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if the LIBO Rate is not available at any time there ceases to exist a LIBOR Rate or other interbank rate in the London market regulated or otherwise overseen or authorized by the ICE Benchmark Administration or U.K. Financial Conduct Authority for any reason interest periods greater than one Business Day or the Administrative Agent determines (including which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining (i) the LIBO Rate for any requested Interest Period, including because the applicable screen rate is not available or published on a current basis circumstances set forth in Section 2.14 have arisen and such circumstances are unlikely to be temporary), as reasonably determined by the Borrower and the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine temporary or (ii) absent such mutual selection by the Borrower and circumstances in Section 2.14 have not arisen but the Administrative Agent, a comparable successor or alternative interbank rate supervisor for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu administrator of the “LIBO Rate” as reasonably determined by LIBOR Rate or a relevant Governmental Authority has made a public statement identifying a specific date after which the Administrative Agent, in each case pursuant to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, LIBOR Rate shall no longer be used for the avoidance of doubt, any Lender) that will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes unless, prior to such time, the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible determining interest rates for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to existloans, then the Administrative Agent will promptly so notify and the Borrower Representative shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for fixed periods for syndicated loans in the United States at such time for similarly situated borrowers, and shall enter into an amendment to the Loan Documents to reflect such alternate rate of interest and such other related changes as may be applicable which are agreed by the Borrower Representative and the applicable Administrative Agent at such time; provided that, if such alternate rate of interest shall be less than zero percent, such rate shall be deemed to be zero percent for purposes of this Agreement. Notwithstanding anything to the contrary in the Loan Documents, such amendment shall become effective without any further action or consent of any other party to Loan Documents (other than the written consent of the Administrative Agent and the Borrower Representative) so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, after (or during, as applicable) which time a written notice from the provisions of Section 2.08 shall control with respect Required Lenders stating that they object to such applicable Classes amendment. d) Section 2.12(e) of Loans the Existing Credit Agreement is hereby amended by replacing the reference therein to “six-month anniversary of the Third Amendment Date” with the following text: “six-month anniversary of the Fourth Amendment Date”. e) Section 5.01 of the Existing Credit Agreement is hereby amended to add the following new clause (k) thereto (and Commitments.to make any related punctuation and grammatical changes as a result thereof):

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrary, and without limiting the provisions of Section 2.02, in the event that the Administrative Agent shall have determined with the consent of the Borrower (which determination shall be final and conclusive and binding upon all parties hereto) that there exists, at such time, a broadly accepted market convention for determining a rate of interest for syndicated loans in the United States in lieu of the ICE LIBOR, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary contained in Section 9.03, such amendment shall become effective without any further action or consent of any other party to this Agreement or so long as the other Loan DocumentsLenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, if within five Business Days of the LIBO Rate is not available at any time date of such notice to the Lenders, a written notice from the Majority Lenders stating that the Majority Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but only to the extent the ICE LIBOR for any reason (including that adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including because the applicable screen rate Interest Period is not available or published at such time on a current basis and such circumstances are unlikely to be temporarybasis), as reasonably determined (x) no Loans may be made as, or converted to, Eurodollar Rate Advances, and (y) any Notice of Borrowing (whether for a Borrowing of new Eurodollar Rate Advances or a conversion or continuation of existing Eurodollar Rate Advances) given by the Borrower and the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine or (ii) absent such mutual selection by the Borrower and the Administrative Agent, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes unless, prior to such time, the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to exist, then the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (or during, as applicable) which time the provisions of Section 2.08 shall control with respect to such applicable Classes of Loans and CommitmentsEurodollar Rate Advances shall be deemed to be rescinded by the Borrower.

LIBOR Discontinuation. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if the LIBO Rate is not available If at any time for any reason the Administrative Agent determines (including which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining (a) the LIBO Rate for any requested Interest Period, including because the applicable screen rate is not available or published on a current basis circumstances set forth in Section 2.14(a) have arisen and such circumstances are unlikely to be temporarytemporary or (b) the circumstances set forth in in Section 2.14(a) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), as reasonably determined (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Borrower and LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative AgentAgent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the “Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate (and Adjusted LIBO Rate” ) that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such Interest Period time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be (i) a successor or alternative index rate as the Administrative Agent applicable (but not, for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate). Notwithstanding anything to the contrary in Section 10.02, such amendment shall become effective without any further action or consent of any other Lender) and the Borrower may reasonably determine or (ii) absent such mutual selection by the Borrower and the Administrative Agent, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment party to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will become effective at 5:00 p.m., New York City time, on the fifth Business Day after so long as the Administrative Agent shall not have posted received, within five Business Days of the date notice of such proposed amendment alternate rate of interest is provided to the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes unlessLenders, prior to such time, a written notice from the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice stating that such Required Lenders do not accept object to such amendment (which such notice shall note with specificity the particular provisions amendment. Until an alternate rate of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate interest shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with this Section 1.05 (but, in the foregoing proviso (or pending the resolution case of any such determination) and the circumstances described in clause (b) of the first sentence of this Section 1.05, only to the extent the LIBO Screen Rate for such proviso continue Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and (y) if any Borrowing Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to exist, then be zero for the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (or during, as applicable) which time the provisions purposes of Section 2.08 shall control with respect to such applicable Classes of Loans and Commitmentsthis Agreement.

LIBOR Discontinuation. (a) Notwithstanding anything to the contrary contained in this Agreement or the any other Loan Facility Documents, if the LIBO Rate is not available at any time for any reason Administrative Agent determines (including which determination shall be made by notice to the Borrower and shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate LIBOR for any requested Interest Accrual Period, including including, without limitation, because the applicable screen rate Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary), as reasonably determined by ; USActive 53861575.5 -65- (ii) the Borrower and administrator of the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) Screen Rate or a successor or alternative index rate as Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the Screen Rate shall no longer be made available, or used for determining the interest rate of loans (but notsuch specific date, for the avoidance “Scheduled Unavailability Date”); or (iii) syndicated loans being executed in the U.S. at the time, or that include language similar to that contained in this Section 2.18, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of doubtsuch notice, any other Lender) as applicable, the Administrative Agent and the Borrower may reasonably determine amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (iiif any) absent incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such mutual selection by the Borrower and the Administrative Agentalternative benchmarks (any such proposed rate, a comparable successor or alternative interbank rate for deposits in dollars that is“LIBOR Successor Rate”), at together with any proposed LIBOR Successor Rate Conforming Changes and any such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will shall become effective at 5:00 p.m., p.m. (New York City time, ) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes Borrower unless, prior to such time, Lenders comprising the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment amendment. (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (ib) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably If no LIBOR Successor Rate has been determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to existunder clause (a)(i) above exist or the Scheduled Unavailability Date has occurred, then as applicable, the Administrative Agent will promptly so notify the Borrower and each Lender. From and after the applicable Lendersdate of the occurrence of the circumstances described under clause (a)(i) or the occurrence of the Scheduled Unavailability Date (until a LIBOR Successor Rate has been determined in accordance with Section 2.18(a)), after (x) the obligation of the Lenders to make or duringmaintain Advances shall be suspended (to the extent of the affected Advances or Interest Accrual Periods), as applicableand (y) which time the provisions LIBOR component shall no longer be utilized in determining the Interest Rate. Upon receipt of Section 2.08 such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of an Advance (to the extent of the affected Advances or Interest Accrual Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Advances based on the Base Rate (subject to the foregoing clause (y)) in the amount specified therein. (c) Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall control with respect to provide that in no event shall such applicable Classes LIBOR Successor Rate be less than zero for purposes of Loans and Commitmentsthis Agreement.

LIBOR Discontinuation. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if the LIBO Rate is not available (i) If at any time for any reason the Requisite Purchasers determine (including which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining (i) the LIBO Rate for any requested Interest Period, including because the applicable screen rate is not available or published on a current basis circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary)temporary or (ii) a Benchmark Discontinuation Event has occurred, as reasonably determined by the Borrower Requisite Purchasers and the Administrative AgentCompany shall negotiate in good faith to establish an alternate replacement rate of interest to the Adjusted LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for bank loans in the United States, then at such time as well as to the “Requisite Purchasers’ operational requirements, and Requisite Purchasers and the Company shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. If such replacement rate of interest as so determined would be less than zero, such rate shall be deemed to be zero. In order to account for the relationship of the replacement interest rate to the Adjusted LIBO Rate” for such Interest Period shall , additional spread adjustment and/or other adjustments may be taken into account in the replacement rate of interest to preserve the economic yield of the Purchasers in effect as of, and as contemplated on, the Additional Notes Closing Date (i) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and subject to the Borrower may reasonably determine consent of the Company (such consent not to be unreasonably withheld or delayed)). (ii) absent such mutual selection by Notwithstanding anything to the Borrower and contrary in Section 10.5, the Administrative Agent, a comparable successor amendment referred to in clause (i) above shall become effective without any further action or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans consent of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment any other party to this Agreement and each other applicable Loan Document, in each case among so long as the Borrower Purchasers shall have received at least five Business Days’ prior written notice of such amendment thereof and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Collateral Agent shall not have posted received, within five Business Days of the date of such proposed amendment notice to the Lenders in respect of Purchasers, a written notice from the Loans or Commitments of all similarly and directly affected Classes unless, prior Requisite Purchasers stating that the Requisite Purchasers object to such timeamendment. (iii) To the extent that a Benchmark Immediate Discontinuance Event has occurred, the Required Lenders in respect until an alternate rate of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate interest shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with this paragraph, the foregoing proviso (or pending Notes shall bear interest at the resolution of any such determination) and the circumstances described in such proviso continue to exist, then the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (or during, as applicable) which time the provisions of Section 2.08 shall control with respect to such applicable Classes of Loans and CommitmentsBase Rate.

LIBOR Discontinuation. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if the LIBO Rate is not available at any time there ceases to exist a LIBOR Rate or other interbank rate in the London market regulated or otherwise overseen or authorized by the ICE Benchmark Administration or U.K. Financial Conduct Authority for any reason interest periods greater than one Business Day or the Administrative Agent determines (including which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining (i) the LIBO Rate for any requested Interest Period, including because the applicable screen rate is not available or published on a current basis circumstances set forth in Section 2.14 have arisen and such circumstances are unlikely to be temporarytemporary or (ii) the circumstances in Section 2.14 have not arisen but the supervisor for the administrator of the LIBOR Rate or a relevant Governmental Authority has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (such specific date, the “Scheduled Unavailability Date”), then the Administrative Agent and the Borrower Representative shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for fixed periods for syndicated loans in the United States at such time for similarly situated borrowers, and shall enter into an amendment to the Loan Documents to reflect such alternate rate of interest and such other related changes as reasonably determined may be applicable which are agreed by the Borrower Representative and the Administrative AgentAgent at such time; provided that, then the “LIBO Rate” for if such Interest Period alternate rate of interest shall be less than zero percent, such rate shall be deemed to be zero percent for purposes of this Agreement. Notwithstanding anything to the contrary in the Loan Documents, such amendment shall become effective without any further action or consent of any other party to the Loan Documents (iother than the written consent of the Administrative Agent and the Borrower Representative) a successor or alternative index rate so long as the Administrative Agent shall not have received, within five (but not, for 5) Business Days of the avoidance date notice of doubt, any other Lender) and such alternate rate of interest is provided to the Borrower may reasonably determine or (ii) absent such mutual selection by the Borrower and the Administrative AgentLenders, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes unless, prior to such time, written notice from the Required Lenders in respect of all stating that they object to such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if amendment. If no such successor LIBO Rate is able to be reasonably alternate rate has been determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described set forth in such proviso continue to existSection 2.14 exist or the Scheduled Unavailability Date has occurred (as applicable), then the Administrative Agent will promptly so notify the Borrower Representative and each Lender. Thereafter, (x) the applicable Lendersobligation of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods), after and (y) the Adjusted LIBOR Rate component shall no longer be utilized in determining the Alternate Base Rate. Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Loan of, conversion to or duringcontinuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, as applicablefailing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans (subject to clause (y) which time in the provisions of Section 2.08 shall control with respect to such applicable Classes of Loans and Commitmentsimmediately preceding sentence) in the amount specified therein.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrary, and without limiting the provisions of Section 2.03 or 2.06, in the event that the Administrative Agent shall have determined with the consent of the Borrower (which determination shall be final and conclusive and binding upon all parties hereto) that there exists, at such time, a broadly accepted market convention for determining a rate of interest for syndicated loans in the United States in lieu of the ICE LIBOR, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary contained in Section 13.01, such amendment shall become effective without any further action or consent of any other party to this Agreement or so long as the other Loan DocumentsLenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, if within five (5) Business Days after the LIBO Rate is not available at any time date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but only to the extent the ICE LIBOR for any reason (including that adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including because the applicable screen rate Interest Period is not available or published at such time on a current basis and such circumstances are unlikely to be temporarybasis), as reasonably determined (x) no Loans may be made as, or converted to, Eurodollar Rate Loans, and (y) any Notice of Borrowing (whether for a Borrowing of new Eurodollar Rate Loans or a conversion or continuation of existing Eurodollar Rate Loans) given by the Borrower and the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine or (ii) absent such mutual selection by the Borrower and the Administrative Agent, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes unless, prior to such time, the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to exist, then the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (or during, as applicable) which time the provisions of Section 2.08 shall control with respect to such applicable Classes of Eurodollar Rate Loans and Commitmentsshall be deemed to be rescinded by the Borrower.

LIBOR Discontinuation. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if the LIBO Rate is not available If at any time for any reason the Administrative Agent or the Borrower determines (including which determination shall be conclusive absent manifest error) that (i) adequate and reasonable means do not exist for ascertaining the LIBO Eurocurrency Rate for any requested Interest Period, including including, without limitation, because the applicable screen rate LIBO Rate is not available or published on a current basis and such circumstances are unlikely to be temporary), as reasonably determined by the Borrower and the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine ; or (ii) absent the administrator of the LIBO Rate or any applicable Governmental Authority has made a public statement identifying a specific date after which the LIBO Rate shall no longer be made available, or used for determining the interest rate of loans (such mutual selection by specific date, the “Scheduled Unavailability Date”), then the Administrative Agent and the Borrower and shall endeavor to establish an alternate rate of interest to the Administrative Agent, LIBO Rate that gives due consideration to the then prevailing market convention for determining a comparable successor or alternative interbank rate of interest for deposits syndicated loans in dollars that is, the United States at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and each such other applicable Loan Documentrelated changes to this Agreement as may be applicable; provided that, in each case among the Borrower and the Administrative Agent (but notif such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the avoidance purposes of doubtthis Agreement; provided, any Lender) that will become effective at 5:00 p.m.further, New York City time, on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes unless, prior to such time, the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with and the Borrower; . Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided further thatto the Lenders, if written notice from the Required Lenders stating that such Required Lenders object to such amendment. If no such successor LIBO Rate is able to be reasonably alternate rate has been determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to existunder clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), then the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the applicable Lendersobligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, after (to the extent of the affected Eurodollar Rate Loans or duringInterest Periods), as applicableand (y) which time the provisions Eurodollar Rate component shall no longer be utilized in determining the Alternate Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Loan of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Alternate Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.” E. Clause (e) of Section 2.08 shall control with respect 2.07 of the Credit Agreement is hereby amended and restated in its entirety to such applicable Classes of Loans and Commitments.read as follows:

LIBOR Discontinuation. Notwithstanding anything to (a) If the contrary contained in this Agreement Administration Agent determines (which determination shall be conclusive absent manifest error), or the other Loan Documents, if Borrowers or the LIBO Rate is not available at any time for any reason Majority Lenders notify the Administration Agent that the Borrowers or Majority Lenders (including that as applicable) have determined that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest PeriodLIBOR, including because the applicable screen rate “LIBOR01 Page” of the Reuters Money Rates Service (or any successor source from time to time for such rate) (the “LIBOR Screen Rate”) is not available or published on a current basis for an Advance in the applicable currency or for the applicable Interest Period and such circumstances are unlikely to be temporary), as reasonably determined by the Borrower and the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine or ; (ii) absent the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans; (iii) a Governmental Authority having jurisdiction over the Administration Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be permitted to be used for determining the interest rate of loans (each such mutual selection specific date in clause (ii) above and in this clause (iii) a “LIBOR Scheduled Unavailability Date”); or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 4.14, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then reasonably promptly after such determination by the Borrower Administration Agent or receipt by the Administration Agent of such notice, as applicable, the Administration Agent and the Administrative AgentBorrowers may mutually agree upon a successor rate to LIBOR, and the Administration Agent and the Borrowers may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar Canadian Dollars or United States Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Successor Rate” as reasonably determined by the Administrative Agent”), in each case pursuant to an together with any proposed LIBO Successor Rate conforming changes and any such amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will shall become effective at 5:00 p.m., New York City p.m. (Toronto time, ) on the fifth (5th) Business Day after the Administrative Administration Agent shall have posted such proposed amendment to all Lenders and the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes Borrowers unless, prior to such time, Lenders comprising the Required Majority Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Administration Agent written notice that such Majority Lenders do not accept such amendment amendment. (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (ib) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably If no LIBO Successor Rate has been determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to existunder clause 4.14(a)(i) above exist or a LIBOR Scheduled Unavailability Date has occurred (as applicable), then the Administrative Administration Agent will promptly so notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain Libor Loans shall be suspended (to the extent of the affected Libor Loans or Interest Periods). Upon receipt of such notice, a Borrower and may revoke any pending request for an Advance of, conversion to or rollover of Libor Loans (to the applicable Lendersextent of the affected Libor Loans or Interest Periods) or, after failing that, will be deemed to have converted such request into a request for an Advance of U.S. Base Rate Loans (or duringsubject to the foregoing clause (ii)) in the amount specified therein. (c) Notwithstanding anything else herein, as applicableany definition of the LIBO Successor Rate (exclusive of any margin) which time shall provide that in no event shall such LIBO Successor Rate be less than zero for the provisions purposes of Section 2.08 shall control with respect to such applicable Classes of Loans and Commitmentsthis Agreement.

LIBOR Discontinuation. Notwithstanding anything to the contrary contained herein or in this Agreement or the other Loan Notes Documents, if if, with respect to any Interest Period, the LIBO Rate rate of interest used to calculate the “Adjusted LIBOR Rate” for such Interest Period is not available at any time on the Determination Date for such Interest Period for any reason (including that adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including because the applicable screen rate is not available or published on a current basis and such circumstances are unlikely to be temporary), as reasonably determined by the Borrower and the Administrative Calculation Agent), then the rate of interest used to calculate the “LIBO Adjusted LIBOR Rate” for such Interest Period shall be (iI) a successor or alternative index rate as at any time prior to the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine or (ii) absent such mutual selection by the Borrower and the Administrative AgentSell-Down Date, a comparable or successor floating rate reasonably acceptable to the Parent Issuer and the Controlling Parties and certified in an Officer’s Certificate delivered to the Trustee and the Calculation Agent and (II) at any time from and after the Sell-Down Date, a comparable or alternative interbank successor floating rate for deposits in dollars that is, at such time, broadly accepted by the syndicated loan market for loans denominated in Dollars as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, Parent Issuer (and certified in each case pursuant an Officer’s Certificate delivered to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower Trustee and the Administrative Agent (but notCalculation Agent) or, for the avoidance of doubt, any Lender) that will become effective if no such broadly accepted comparable successor rate exists at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes unless, prior to such time, a successor index rate as the Parent Issuer may determine with the consent of the Required Lenders Holders (such consent not to be unreasonably withheld, conditioned or delayed) and certified in respect of all such affected Classes (acting together as one Class) have an Officer’s Certificate delivered to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity Trustee and the particular provisions of the amendment to which such Lenders object)Calculation Agent; provided that (i) any such successor or alternative rate shall be applied by the Administrative Agent Trustee in a manner consistent with market practice and practice, (ii) to the extent such market practice is not administratively feasible for the Administrative AgentTrustee, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent Trustee, without recourse or liability, in consultation with the Borrower; provided further thatParent Issuer, if which shall be binding upon the Holders and certified in an Officer’s Certificate delivered to the Trustee and the Calculation Agent and (iii) in no event shall such successor LIBO Rate floating rate be less than 0.00% per annum. In the event that the Trustee and Calculation Agent have not received an Officer’s Certificate of the Parent Issuer establishing a successor rate by the date which is able five (5) Business Days prior to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to existan Interest Payment Date, then the Administrative Agent will promptly so notify Adjusted LIBOR Rate in effect for the Borrower and Interest Period to which such Interest Payment Date relates shall be the applicable Lenders, after (or during, as applicable) which time Adjusted LIBOR Rate that applied for the provisions of Section 2.08 shall control with respect to such applicable Classes of Loans and Commitmentsimmediately preceding Interest Period.

LIBOR Discontinuation. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if the LIBO Rate is not available (i) If at any time for any reason Requisite Purchasers determines (including which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining (i) the LIBO Rate for any requested Interest Period, including because the applicable screen rate is not available or published on a current basis circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary), as reasonably determined by the Borrower and the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of doubt, any other Lender) and the Borrower may reasonably determine temporary or (ii) absent such mutual selection by a Benchmark Discontinuation Event has occurred, Requisite Purchasers and Company shall endeavor to establish an alternate replacement rate of interest to the Borrower and Adjusted LIBO Rate that gives due consideration to the Administrative Agent, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the then prevailing market practice convention for syndicated leveraged determining a rate of interest for bank loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative AgentUnited States, in each case pursuant to and Requisite Purchasers and Company shall enter into an amendment to this Agreement to reflect such alternate rate of interest and each such other applicable Loan Documentrelated changes to this Agreement as may be applicable. If such replacement rate of interest as so determined would be less than zero, in each case among the Borrower and the Administrative Agent (but not, such rate shall be deemed to be zero. In order to account for the avoidance relationship of doubt, any Lender) that will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment replacement interest rate to the Lenders Adjusted LIBO Rate, additional spread adjustment and/or other adjustments may be taken into account in respect the replacement rate of interest to preserve the economic yield of the Loans or Commitments of all similarly Purchasers in effect as of, and directly affected Classes unless, prior to such timeas contemplated on, the Required Lenders in respect of all such affected Classes Closing Date. (acting together as one Classii) have delivered Notwithstanding anything to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of contrary in Section 10.5, the amendment referred to which such Lenders object); provided that in clause (i) above shall become effective without any further action or consent of any other party to this Agreement so long as the Purchasers shall have received at least five Business Days' prior written notice of such successor or alternative amendment thereof and the Collateral Agent shall not have received, within five Business Days of the date of such notice to the Purchasers, a written notice from Requisite Purchasers stating that the Requisite Purchasers object to such amendment. (iii) To the extent that a Benchmark Immediate Discontinuance Event has occurred, until an alternate rate of interest shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso this paragraph, (x) no Notes may be issued as LIBO Rate Portions and no portion of a Note may be converted to, LIBO Rate Portions, and (y) any Funding Notice or pending the resolution of any such determination) and the circumstances described in such proviso continue to exist, then the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (or during, as applicable) which time the provisions of Section 2.08 shall control Conversion/Continuation Notice given by Company with respect to such applicable Classes of Loans and CommitmentsLIBO Rate Portions shall be deemed to be rescinded by Company.

LIBOR Discontinuation. Notwithstanding anything to the contrary contained in this Agreement or the any other Loan Facility Documents, if the LIBO Rate is not available at any time for any reason Administrative Agent determines (including which determination shall be made by notice to the Borrower and shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate LIBOR for any requested Interest Accrual Period, including including, without limitation, because the applicable screen rate Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary), as reasonably determined by ; (ii) the Borrower and administrator of the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) Screen Rate or a successor or alternative index rate as Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the Screen Rate shall no longer be made available, or used for determining the interest rate of loans (but notsuch specific date, for the avoidance “Scheduled Unavailability Date”); or (iii) syndicated loans being executed in the U.S. at the time, or that include language similar to that contained in this Section 2.18, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of doubtsuch notice, any other Lender) as applicable, the Administrative Agent and the Borrower may reasonably determine amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (iiif any) absent incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such mutual selection by the Borrower and the Administrative Agentalternative benchmarks (any such proposed rate, a comparable successor or alternative interbank rate for deposits in dollars that is“LIBOR Successor Rate”), at together with any proposed LIBOR Successor Rate Conforming Changes and any such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will shall become effective at 5:00 p.m., p.m. (New York City time, ) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes Borrower unless, prior to such time, Lenders comprising the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to exist, then the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (or during, as applicable) which time the provisions of Section 2.08 shall control with respect to such applicable Classes of Loans and Commitmentsamendment.

LIBOR Discontinuation. (a) Notwithstanding anything to the contrary contained in this Agreement or the any other Loan Documents, if the LIBO Rate is not available at any time for any reason Administrative Agent determines (including which determination shall be made by notice to the Borrower and shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate LIBOR for any requested Interest Period, including including, without limitation, because the applicable screen rate LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary), as reasonably determined by ; (ii) the Borrower and administrator of the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) LIBOR Screen Rate or a successor or alternative index rate as Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (but notsuch specific date, for the avoidance “Scheduled Unavailability Date”); or (iii) syndicated loans being executed in the U.S. at the time, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of doubtsuch notice, any other Lender) as applicable, the Administrative Agent and the Borrower may reasonably determine amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (iiif any) absent incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such mutual selection by the Borrower and the Administrative Agentalternative benchmarks incorporated therein (any such proposed rate, a comparable successor or alternative interbank rate for deposits in dollars that is“LIBOR Successor Rate”), at together with any proposed LIBOR Successor Rate Conforming Changes and any such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will shall become effective at 5:00 p.m., p.m. (New York City time, ) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes Borrower unless, prior to such time, Lenders comprising the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment amendment. (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (ib) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably If no LIBOR Successor Rate has been determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to existunder clause (a)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), then the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter (until a LIBOR Successor Rate has been determined in accordance with Section 3.08(a)), (x) the applicable Lendersobligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), after and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or duringcontinuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, as applicablefailing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) which time in the provisions amount specified therein. (c) Notwithstanding anything else herein, any definition of Section 2.08 LIBOR Successor Rate shall control with respect to provide that in no event shall such applicable Classes LIBOR Successor Rate be less than zero for purposes of Loans and Commitmentsthis Agreement.

LIBOR Discontinuation. Notwithstanding If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.03 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.03 have not arisen but either (w) the supervisor for the administrator of the LIBOR Rate has made a public statement that the administrator of the LIBOR Rate is insolvent (and there is no successor administrator that will continue publication of the LIBOR Rate), (x) the administrator of the LIBOR Rate has made a public statement identifying a specific date after which the LIBOR Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR Rate), (y) the supervisor for the administrator of the LIBOR Rate has made a public statement identifying a specific date after which the LIBOR Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate may no longer be used for determining interest rates for loans, then notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if the LIBO Rate is not available at any time for any reason (including that adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including because the applicable screen rate is not available or published on a current basis and such circumstances are unlikely to be temporary), as reasonably determined by the Borrower this Agreement and the Administrative Agent, then the “LIBO Rate” for such Interest Period shall other Loan Documents may be (i) a successor or alternative index amended to replace LIBOR with an alternate rate as of interest established by the Administrative Agent and the Borrower that is generally accepted as the then prevailing market convention for determining a rate of interest (including the making of appropriate adjustments to such alternate rate and this Agreement (x) to preserve pricing in effect at the time of selection of such alternate rate (but not, for the avoidance of doubt, any other Lenderdoubt which would not reduce the Applicable Rate) and (y) other changes necessary to reflect the Borrower may reasonably determine or (iiavailable interest periods for such alternate rate) absent such mutual selection by the Borrower and the Administrative Agent, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the United States at such time (any such rate, the “LIBO Successor Benchmark Rate” as reasonably determined by ”), and the Administrative Agent, in each case pursuant to Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and each such other related changes to this Agreement as may be applicable Loan Documentand, notwithstanding anything to the contrary in each case among Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement; provided, further that if a Successor Benchmark Rate has not been otherwise established pursuant to this Section 1.12 after the Borrower and the Administrative Agent (but nothave reached such a determination, at the option of the Borrower, the Borrower may select a different Successor Benchmark Rate as long as it is reasonably practicable for the avoidance of doubt, any Lender) that will Administrative Agent to administer such different rate and the Borrower may amend this Agreement (which amendment shall become effective at 5:00 p.m., New York City time, on without any further action or consent of any other party to this Agreement (other than the fifth Business Day after Administrative Agent who shall be required to provide such consent) so long as the Administrative Agent shall not have posted received, within five Business Days of the date notice of such proposed amendment alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that such Required Lenders object to such amendment). Notwithstanding the foregoing, (x) solely with respect to the Closing Date Replacement Term Loans, the Eurocurrency Rate in respect of any applicable Interest Period will be deemed to be 0% per annum if the Loans or Commitments of Eurodollar Rate for such Interest Period calculated pursuant to the foregoing provisions would otherwise be less than 0% per annum and (y) in all similarly and directly affected Classes unless, prior to such timeother cases, the Required Lenders Eurodollar Rate in respect of all any applicable Interest Period will be deemed to be 0% if the Eurodollar Rate for such affected Classes (acting together as one Class) have delivered Interest Period calculated pursuant to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity the particular foregoing provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate shall would otherwise be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to exist, then the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (or during, as applicable) which time the provisions of Section 2.08 shall control with respect to such applicable Classes of Loans and Commitmentsless than 0%.

LIBOR Discontinuation. (a) Notwithstanding anything to the contrary contained in this Agreement or the any other Loan Facility Documents, if the LIBO Rate is not available at any time for any reason Administrative Agent determines (including which determination shall be made by notice to the Borrower and shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate LIBOR for any requested Interest Accrual Period, including including, without limitation, because the applicable screen rate Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary), as reasonably determined by ; USActive 51774144.2053776213.6-63- (ii) the Borrower and administrator of the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) Screen Rate or a successor or alternative index rate as Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the Screen Rate shall no longer be made available, or used for determining the interest rate of loans (but notsuch specific date, for the avoidance “Scheduled Unavailability Date”); or (iii) syndicated loans being executed in the U.S. at the time, or that include language similar to that contained in this Section 2.18, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of doubtsuch notice, any other Lender) as applicable, the Administrative Agent and the Borrower may reasonably determine amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (iiif any) absent incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such mutual selection by the Borrower and the Administrative Agentalternative benchmarks (any such proposed rate, a comparable successor or alternative interbank rate for deposits in dollars that is“LIBOR Successor Rate”), at together with any proposed LIBOR Successor Rate Conforming Changes and any such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each other applicable Loan Document, in each case among the Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will shall become effective at 5:00 p.m., p.m. (New York City time, ) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Lenders in respect of the Loans or Commitments of all similarly and directly affected Classes Borrower unless, prior to such time, Lenders comprising the Required Lenders in respect of all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment amendment. (which such notice shall note with specificity the particular provisions of the amendment to which such Lenders object); provided that (ib) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably If no LIBOR Successor Rate has been determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to existunder clause (a)(i) above exist or the Scheduled Unavailability Date has occurred, then as applicable, the Administrative Agent will promptly so notify the Borrower and each Lender. From and after the applicable Lendersdate of the occurrence of the circumstances described under clause (a)(i) or the occurrence of the Scheduled Unavailability Date (until a LIBOR Successor Rate has been determined in accordance with Section 2.18(a)), after (x) the obligation of the Lenders to make or duringmaintain Advances shall be suspended (to the extent of the affected Advances or Interest Accrual Periods), as applicableand (y) which time the provisions LIBOR component shall no longer be utilized in determining the Interest Rate. Upon receipt of Section 2.08 such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of an Advance (to the extent of the affected Advances or Interest Accrual Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Advances based on the Base Rate (subject to the foregoing clause (y)) in the amount specified therein. (c) Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall control with respect to provide that in no event shall such applicable Classes LIBOR Successor Rate be less than zero for purposes of Loans and Commitmentsthis Agreement.

LIBOR Discontinuation. Notwithstanding If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.03 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.03 have not arisen but either (w) the supervisor for the administrator of the LIBOR Rate has made a public statement that the administrator of the LIBOR Rate is insolvent (and there is no successor administrator that will continue publication of the LIBOR Rate), (x) the administrator of the LIBOR Rate has made a public statement identifying a specific date after which the LIBOR Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR Rate), (y) the supervisor for the administrator of the LIBOR Rate has made a public statement identifying a specific date after which the LIBOR Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate may no longer be used for determining interest rates for loans, then notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if the LIBO Rate is not available at any time for any reason (including that adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including because the applicable screen rate is not available or published on a current basis and such circumstances are unlikely to be temporary), as reasonably determined by the Borrower this Agreement and the Administrative Agent, then the “LIBO Rate” for such Interest Period shall other Loan Documents may be (i) a successor or alternative index amended to replace LIBOR with an alternate rate as of interest established by the Administrative Agent and the Borrower that is generally accepted as the then prevailing market convention for determining a rate of interest (including the making of appropriate adjustments to such alternate rate and this Agreement (x) to preserve pricing in effect at the time of selection of such alternate rate (but not, for the avoidance of doubt, any other Lenderdoubt which would not reduce the Applicable Rate) and (y) other changes necessary to reflect the Borrower may reasonably determine or (iiavailable interest periods for such alternate rate) absent such mutual selection by the Borrower and the Administrative Agent, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the United States at such time (any such rate, the “LIBO Successor Benchmark Rate” as reasonably determined by ”), and the Administrative Agent, in each case pursuant to Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and each such other related changes to this Agreement as may be applicable Loan Documentand, notwithstanding anything to the contrary in each case among Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement; provided, further that if a Successor Benchmark Rate has not been otherwise established pursuant to this Section 1.12 after the Borrower and the Administrative Agent (but nothave reached such a determination, at the option of the Borrower, the Borrower may select a different Successor Benchmark Rate as long as it is reasonably practicable for the avoidance of doubt, any Lender) that will Administrative Agent to administer such different rate and the Borrower may amend this Agreement (which amendment shall become effective at 5:00 p.m., New York City time, on without any further action or consent of any other party to this Agreement (other than the fifth Business Day after Administrative Agent who shall be required to provide such consent) so long as the Administrative Agent shall not have posted received, within five Business Days of the date notice of such proposed amendment alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that such Required Lenders object to such amendment). Notwithstanding the foregoing, (x) solely with respect to the Closing Date Term Loans, the Eurocurrency Rate in respect of any applicable Interest Period will be deemed to be 0% per annum if the Loans or Commitments of Eurodollar Rate for such Interest Period calculated pursuant to the foregoing provisions would otherwise be less than 0% per annum and (y) in all similarly and directly affected Classes unless, prior to such timeother cases, the Required Lenders Eurodollar Rate in respect of all any applicable Interest Period will be deemed to be 0% if the Eurodollar Rate for such affected Classes (acting together as one Class) have delivered Interest Period calculated pursuant to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall note with specificity the particular foregoing provisions of the amendment to which such Lenders object); provided that (i) any such successor or alternative rate shall would otherwise be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no such successor LIBO Rate is able to be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination) and the circumstances described in such proviso continue to exist, then the Administrative Agent will promptly so notify the Borrower and the applicable Lenders, after (or during, as applicable) which time the provisions of Section 2.08 shall control with respect to such applicable Classes of Loans and Commitmentsless than 0%.