Common use of LIBOR Successor Rate Clause in Contracts

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

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Credit Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Primary Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrowers) that the Primary Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining the LIBOR Rate for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which the LIBOR will Rate or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); then, then reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may amend this Credit Agreement to replace the LIBOR Rate with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism then prevailing convention for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market convention substitute rate of interest for LIBOR applicable to syndicated loans similar credit facilities in the United States at for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrowers unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender and Section 4.3 shall apply until such circumstances no longer exist. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in writing and thereafter, the obligation no event shall such LIBOR Successor Rate be less than zero for purposes of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified thereinthis Credit Agreement.

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

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

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Document, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period (or a successor quoting servicewith respect to the term used in connection with determining LIBOR Daily Floating Rate, as applicable), including because the applicable supervisor 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 LIBOR, the U.S. Federal Reserve System, an insolvency official with LIBOR Screen Rate or a Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in loans; provided, that, at the U.S. syndicated loan market (the date time of such announcement statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, or publication that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing LIBOR in accordance with respect to this Section 3.07 with (i) and one or more SOFR-Based Rates or (ii) above, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Unavailability Date”, then the Administrative Agent will, with the consent of Borrower, determine an another alternate benchmark rate to replace LIBOR then in effect, giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market existing convention substitute rate of interest for LIBOR applicable similar Dollar-denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then-existing convention for similar Dollar-denominated syndicated loans credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the United States at such time (“Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”); provided that if , and any such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon (A) in the effectiveness case of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement an amendment to replace LIBOR with a rate described in clause (i) above, object to the Adjustment or (B) in the case of an amendment to replace LIBOR with a rate described in clause (ii) above, object to such amendment; provided, that, for the avoidance of doubt, in the case of clause (i) above, the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided, that, to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesshall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), (y) the obligation of the Swing Line Lender to make Swing Line Loans shall be suspended and (z) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (z)) in the amount specified thereintherein (and, with respect to any pending request for a Borrowing of Swing Line Loans, the Borrower may revoke any such pending request). Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that if such LIBOR Successor Rate is less than 0.25%, such rate shall be deemed to be 0.25% for purposes of this Agreement. In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided, that, with respect to any such amendment 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 Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Document, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”), then or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar U.S. dollar denominated syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that if such LIBOR Successor Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

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

LIBOR Successor Rate. (a) Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in (such specific date, the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above“Scheduled Unavailability Date”), and the specific date specified in such announcement or publication in the case of or (iii) abovesyndicated loans currently being executed, if anyor that include language similar to that contained in this Section 3.07, shall be hereafter referred are being executed or amended (as applicable) to as the “LIBOR Unavailability Date”incorporate or adopt a new benchmark interest rate to replace LIBOR, then then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar U.S. dollar denominated syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. amendment. (b) If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified thereintherein Notwithstanding anything else herein, any LIBOR Successor Rate that is adopted in accordance herewith shall provide that in no event shall such rate be less than zero for purposes of this Agreement. (c) This Section 3.07 shall supersede any provisions in Section 10.01 to the contrary.

LIBOR Successor Rate. Notwithstanding anything 57 (a) (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) (b) the contrary herein or in any other loan document, if administrator of the ICE Benchmark Administration (LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in Dollars; provided, that, at the U.S. syndicated loan market (the date time of such announcement or publication with respect statement, there is no successor administrator that is satisfactory to (i) and (ii) abovethe Administrative Agent, and the that will continue to provide LIBOR after such specific date specified in (such announcement or publication in the case of (iii) abovespecific date, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent ansolely for purpose of Borrower, determine an replacing LIBOR in accordance with this Section 3.07 with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or thenthen existing convention for similar Dollar-prevailing market denominatedDollar denominated syndicated credit facilities for such alternative benchmarks (and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention substitute rate of interest for LIBOR applicable similar Dollar denominated syndicated credit facilities for such benchmarks which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to syndicated loans time in its reasonable discretion and may be periodically updated (the United States at such time (“Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to the all Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided, that, for the avoidance of doubt, in the case of clause (A), the Required Lenders do not accept such LIBOR Successor Rateamendment.shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Upon the effectiveness of a Such LIBOR Successor Rate shall be applied in accordance a manner consistent with this Section 2.14Amarket practice; provided, that, to the extent such market practice is not administratively feasible for the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with Agent, such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesshall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (ii) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (ii)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. (a) Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in (such specific date, the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above“Scheduled Unavailability Date”), and the specific date specified in such announcement or publication in the case of or (iii) abovesyndicated loans currently being executed, if anyor that include language similar to that contained in this Section 2.9, shall be hereafter referred are being executed or amended (as applicable) to as the “LIBOR Unavailability Date”incorporate or adopt a new benchmark interest rate to replace LIBOR, then then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar U.S. dollar denominated syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed Conforming Changes (as defined below) and, notwithstanding anything to be zero for purposes of this Agreement. Such LIBOR Successor Rate the contrary in Section 12.1(a)(iv), any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. amendment. (b) If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Loans shall be suspended suspended, (to the extent of the affected Eurodollar Eurocurrency Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Loans (to the extent of the affected Eurodollar Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR 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 above:

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

LIBOR Successor Rate. (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.16, if prior to the commencement of any Interest Period for a LIBO Rate Term Loan Borrowing: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period, then the Administrative Agent shall give notice thereof to Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBO Rate Term Borrowing shall be ineffective and (B) if any Notice of Borrowing requests a LIBO Rate Term Borrowing, such Borrowing shall be made as a Base Rate Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. (b) Notwithstanding anything to the contrary herein or in any other loan documentCredit Document, if the ICE a Benchmark Administration (or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court Transition Event or an entity with similar insolvency or resolution authority over the administrator for LIBOR has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOREarly Opt-in Election, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will no longer be made available or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) aboveas applicable, and its related Benchmark Replacement Date have occurred prior to the specific date specified Reference Time in such announcement or publication in respect of any setting of the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Unavailability Date”then-current Benchmark, then the Administrative Agent will, with the consent of Borrower, determine an alternate benchmark rate to replace LIBOR then in effect, giving due consideration to (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any selection Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or recommendation further action or consent of a replacement rate any other party to, this Agreement or the mechanism for determining such a rate by the relevant Governmental Authority or any other Credit Document and (y) any evolving or then-prevailing market convention substitute rate if a Benchmark Replacement is determined in accordance with clause (3) of interest the definition of “Benchmark Replacement” for LIBOR applicable to syndicated loans in the United States at such time (any Benchmark Replacement Date, such proposed rate, a “LIBOR Successor Rate”); provided that if any Benchmark Replacement will replace such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate shall become effective Benchmark for all purposes hereunder and under any Credit Document in respect of this Agreement any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent shall have posted date notice of such proposed LIBOR Successor Rate Benchmark Replacement is provided to the Lenders unlesswithout any amendment to, prior to or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, the written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders Lenders. (c) Notwithstanding anything to the contrary herein or in any other Credit Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rateand Borrower a Term SOFR Notice. Upon For the effectiveness avoidance of a LIBOR Successor Rate in accordance with this Section 2.14Adoubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. (d) In connection with the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. If no LIBOR Successor Rate has been determined hereunder and the LIBOR Unavailability Date has occurredimplementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document. (e) The Administrative Agent will promptly so notify the Borrower and each the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender in writing and thereafter(or group of Lenders) pursuant to this Section 2.16, the obligation including any determination with respect to a tenor, rate or adjustment or of the Lenders occurrence or non-occurrence of an event, circumstance or date and any decision to make take or maintain Eurodollar Loans shall refrain from taking any action or any selection, will be suspended conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.16. (f) Notwithstanding anything to the extent contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon Xxxxxxxx’s receipt of notice of the affected Eurodollar Loans or Interest Periods). Upon receipt commencement of such noticea Benchmark Unavailability Period, the Borrower may revoke any pending request for a LIBO Rate Term Borrowing of, conversion to or continuation of Eurodollar LIBO Rate Term Loans (to the extent of the affected Eurodollar Loans be made, converted or Interest Periods) orcontinued during any Benchmark Unavailability Period and, failing that, Borrower will be deemed to have converted any such request into a request for a Borrowing of ABR Loans or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in the amount specified thereinany determination of Base Rate.

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

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

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Parent Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Parent Borrower) that the Parent Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in (such specific date, the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above“Scheduled Unavailability Date”), and the specific date specified in such announcement or publication in the case of or (iii) abovesyndicated loans currently being executed, if anyor that include language similar to that contained in this Section 2.15, shall be hereafter referred are being executed or amended (as applicable) to as the “LIBOR Unavailability Date”incorporate or adopt a new benchmark interest rate to replace LIBOR, then then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Parent Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar U.S. dollar denominated syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Parent Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Parent Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement, including Section 11.01, or in any other loan documentLoan Documents, if if: (a) the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error) or the Company notifies the Administrative Agent that the Company has determined, that adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”, then ); or (c) the Administrative Agent willand the Company determine that syndicated credit facilities currently being entered into or amended are incorporating or adopting a new benchmark interest rate to replace LIBOR; then, in each case, the Administrative Agent and the Company may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to the Lenders and the Company unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Company and each Lender in writing and thereafterLender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods), and (ii) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (ii)) in the amount specified therein. Notwithstanding anything else herein, if any LIBOR Successor Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

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

LIBOR Successor Rate. (a) Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in (such specific date, the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above“Scheduled Unavailability Date”), and the specific date specified in such announcement or publication in the case of or (iii) abovesyndicated loans currently being executed, if anyor that include language similar to that contained in this Section 2.9, shall be hereafter referred are being executed or amended (as applicable) to as the “LIBOR Unavailability Date”incorporate or adopt a new benchmark interest rate to replace LIBOR, then then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar U.S. dollar denominated syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed Conforming Changes (as defined below) and, notwithstanding anything to be zero for purposes of this Agreement. Such LIBOR Successor Rate the contrary in Section 12.1(a)(iv), any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. amendment. (b) If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. As used above:

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

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Credit Agreement or in any other loan documentCredit Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrowers) that the Borrowers or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in loans, provided, that, at the U.S. syndicated loan market (the date time of such announcement or publication with respect statement, there is no successor administrator that is satisfactory to (i) and (ii) abovethe Administrative Agent, and the that will continue to provide LIBOR after such specific date specified in (such announcement or publication in the case of (iii) abovespecific date, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.8, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may amend this Credit Agreement to replace LIBOR with the consent of Borrower, determine an (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate to replace LIBOR then in effect, giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated loans credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the United States at such time (“Adjustment”; and any such proposed rate, a “LIBOR Successor Rate”); provided that if , and any such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrowers unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon (A) in the effectiveness case of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided, that, for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided, that, to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesshall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request for a Borrowing borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Credit Agreement. In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Credit Agreement.

LIBOR Successor Rate. (a) Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBO Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBO Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in loans, provided that, at the U.S. syndicated loan market (the date time of such announcement or publication with respect statement, there is no successor administrator that is satisfactory to (i) and (ii) abovethe Administrative Agent, and the that will continue to provide LIBOR after such specific date specified in (such announcement or publication in specific date, the case of “Scheduled Unavailability Date”), or (iii) abovesyndicated loans currently being executed, if anyor that include language similar to that contained in this Section, shall be hereafter referred are being executed or amended (as applicable) to as the “LIBOR Unavailability Date”incorporate or adopt a new benchmark interest rate to replace LIBOR, then then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate to replace LIBOR then in effect, giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated loans credit facilities for such benchmarks which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the United States at such time (“Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”); provided that if , and any such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon (A) in the effectiveness case of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. (b) If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar LIBO Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar LIBO Rate Loans or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar LIBO Rate Loans (to the extent of the affected Eurodollar LIBO Rate Loans or Interest Periods). (c) orNotwithstanding anything else herein, failing thatany definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than 1.50% for purposes of this Agreement. (d) In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will be deemed have the right to have converted make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such request into a request for a Borrowing LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of ABR Loans in the amount specified thereinany other party to this Agreement. (e) For purposes hereof:

LIBOR Successor Rate. (a) Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in (such specific date, the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above“Scheduled Unavailability Date”), and the specific date specified in such announcement or publication in the case of or (iii) abovesyndicated loans currently being executed, if anyor that include language similar to that contained in this Section 3.07, shall be hereafter referred are being executed or amended (as applicable) to as the “LIBOR Unavailability Date”incorporate or adopt a new benchmark interest rate to replace LIBOR, then then, within a reasonable period of time after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar U.S. dollar denominated syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. amendment. (b) If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any LIBOR Successor Rate that is adopted in accordance herewith shall provide that in no event shall such rate be less than 0.25% for purposes of this Agreement (except for any portion of Term Loan A-1 or Term Loan A-2 that is subject to a hedge or swap (or other similar) agreement as certified by Borrower in writing to the Administrative Agent). (c) This Section shall supersede any provisions in Section 11.01 to the contrary.

LIBOR Successor Rate. (%3) Notwithstanding anything to the contrary herein in this Credit Agreement or in any other loan documentLoan Document, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrowers) that the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because LIBOR is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of LIBOR or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will shall no longer be made available available, or used for determining the interest rate of loans in dollars in (such specific date, the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of “Scheduled Unavailability Date”); or (iii) abovesyndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as USActive 53991578.7 39 applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, (x) the Administrative Agent shall notify the Borrowers and the Lenders and (y) the Administrative Agent and the Initial Borrower may amend this Credit Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark, if any, shall be hereafter referred to as the “LIBOR Unavailability Date”, then the Administrative Agent will, with the consent of Borrower, determine an alternate benchmark rate to replace LIBOR then in effectincorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans credit facilities denominated in the United States at US Dollars for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Initial Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. If no LIBOR Successor Rate has been determined hereunder and the LIBOR Unavailability Date has occurred, the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafter, the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified thereinamendment.

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

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

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents (including Section 11.01 hereof), if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for the applicable currency for any requested Interest Period because the LIBOR Screen Rate for the applicable currency is not available or published on a current basis and such circumstances are unlikely to be temporary; (b) the administrator of the LIBOR Screen Rate for the applicable currency or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will for the applicable currency or the LIBOR Screen Rate for the applicable currency shall no longer be made available available, or used for determining the interest rate of loans in dollars denominated in the U.S. syndicated loan market applicable currency (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR for the applicable currency; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Loan Parties may amend this Agreement to replace LIBOR for the applicable currency with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans credit facilities denominated in the United States at applicable currency for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Loan Parties unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon amendment (in which case, for the effectiveness avoidance of a LIBOR Successor Rate in accordance with this Section 2.14Adoubt, the Administrative Agent and the Borrower Loan Parties may amend this Agreement to replace LIBOR with enter into an alternative amendment for such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changespurpose, which shall become effective as aforesaid). If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Company and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the applicable currency shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods), and (y) if the applicable currency is Dollars, then the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in the applicable currency (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, (x) 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 and (y) no amendment fee shall be payable by the Company in connection with any amendment entered into solely for purposes of replacing LIBOR with an alternative benchmark rate pursuant to this Section 3.07.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents (including Section 11.01 hereof), if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for the applicable currency for any requested Interest Period because the LIBOR Screen Rate for the applicable currency is not available or published on a current basis and such circumstances are unlikely to be temporary; (b) the administrator of the LIBOR Screen Rate for the applicable currency or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will for the applicable currency or the LIBOR Screen Rate for the applicable currency shall no longer be made available available, or used for determining the interest rate of loans in dollars denominated in the U.S. syndicated loan market applicable currency (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR for the applicable currency; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Credit Parties may amend this Agreement to replace LIBOR for the applicable currency with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans credit facilities denominated in the United States at applicable currency for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Credit Parties unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Company and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the applicable currency shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods), and (y) if the applicable currency is Dollars, then the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in the applicable currency (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.

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

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

LIBOR Successor Rate. (a) Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in (such specific date, the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above“Scheduled Unavailability Date”), and the specific date specified in such announcement or publication in the case of or (iii) abovesyndicated loans currently being executed, if anyor that include language similar to that contained in this Section 3.07, shall be hereafter referred are being executed or amended (as applicable) to as the “LIBOR Unavailability Date”incorporate or adopt a new benchmark interest rate to replace LIBOR, then then, reasonably promptlywithin a reasonable period of time after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar U.S. dollar denominated syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. amendment. (b) If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any LIBOR Successor Rate that is adopted in accordance herewith shall provide that in no event shall such rate be less than 0.25% for purposes of this Agreement (except for any portion of Term Loan A-1 or Term Loan A-2 that is subject to a hedge or swap (or other similar) agreement as certified by Borrower in writing to the Administrative Agent). (c) This Section shall supersede any provisions in Section 11.01 to the contrary.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement, including Section 11.01, or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Parent Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Parent Borrower) that the Parent Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.08, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Parent Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate jointly selected by the Administrative Agent and the Parent Borrower (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar Dollar denominated syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to the Lenders and the Parent Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon amendment and, if the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement Required Lenders shall not have objected to replace LIBOR with such LIBOR Successor Rate and make any within five (5) Business Days after the posting thereof to the Lenders, then the Required Lenders shall be deemed to have agreed that such LIBOR Successor Rate Conforming Changesis reasonable and shall have consented to the effectiveness of such LIBOR Successor Rate. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Parent Borrower and each Lender in writing and thereafterLender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods), and (ii) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (ii)) in the amount specified therein. Notwithstanding anything else herein, if any LIBOR Successor Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

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

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Parent Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Parent Borrower) that the Parent Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Parent Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effect, giving due consideration to the benchmark (xif any) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (yincorporated therein) any evolving or then-prevailing market convention substitute rate of interest for LIBOR applicable to syndicated loans in the United States at such time (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Parent Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Parent Borrower and each Lender in writing and thereafterLender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Loans or Interest Periods), and (ii) the Eurocurrency Rate component shall no longer be utilized in determining the Alternate Base Rate. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Loans (to the extent of the affected Eurodollar Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing borrowing of ABR Loans (subject to the foregoing clause (ii)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. (d) The first two paragraphs set forth in Section 2.1(b) of the Credit Agreement are amended and restated in their entirety to read as follows:

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

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”), then or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effect, giving due consideration to the benchmark (xif any) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (yincorporated therein) any evolving or then-prevailing market convention substitute rate of interest for LIBOR applicable to syndicated loans in the United States at such time (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming 4 Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

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

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Document, if Agent reasonably determines that: (a) adequate and reasonable means do not exist for ascertaining any interest rate specified herein based on London Interbank Offered Rates (“LIBOR”) for any requested Interest Period, including, without limitation, because LIBOR is not available or published on a current basis and such circumstances are unlikely to be temporary (such specific date, the ICE Benchmark Administration “LIBOR Suspension Date”); or (b) the administrator of LIBOR or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will shall no longer be made available available, or used for determining the interest rate of loans in dollars (such specific date, the “Scheduled Unavailability Date”) (the events specified in the U.S. syndicated loan market foregoing clauses (the date of such announcement or publication with respect to (ia) and (ii) aboveb), and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Unavailability DateSuspension Events”); then, then the Administrative Agent will, LIBOR shall be replaced hereunder with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effect, the benchmark (if any) incorporated therein) giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to syndicated loans in the United States at similar U.S. dollar denominated commercial credit facilities for such time alternative benchmarks (any such proposed raterate or such other rate as specified below, a “LIBOR Successor Rate”); provided that if any such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate to the Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance together with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. If Changes as agreed by the Administrative Borrower and the Agent, with such replacement to be agreed to by Agent and the Administrative Borrower, each acting in good faith, prior to the LIBOR Suspension Date or the Scheduled Unavailability Date (as applicable) and effective along with the LIBOR Successor Rate changes at 12:01 a.m. (New York time) on the LIBOR Suspension Date or the Scheduled Unavailability Date (as applicable); provided, however, if no LIBOR Successor Rate has been determined hereunder agreed to by Agent and the Administrative Borrower prior to the LIBOR Suspension Date or the Scheduled Unavailability Date has occurred(as applicable), then all principal outstanding hereunder on the Administrative Agent will promptly so notify LIBOR Suspension Date or the Borrower and each Lender Scheduled Unavailability Date (as applicable) shall bear interest at the Base Rate until such an agreement is reached; notwithstanding any other provision of this Agreement, any LIBOR Successor Rate shall provide that in writing and thereafter, the obligation of the Lenders to make or maintain Eurodollar Loans no event shall such LIBOR Successor Rate be suspended (to the extent of the affected Eurodollar Loans or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified thereinless than zero percent per annum.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall 95541499_13 be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”), then or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice , as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar U.S. dollar denominated syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans or LIBOR Daily Floating Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Loans Rate Loans, Interest Periods or Interest PeriodsLIBOR Daily Floating Rate Loans), and (ii) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or LIBOR Daily Floating Rate Loans (to the extent of the affected Eurodollar Loans Rate Loans, Interest Periods or Interest PeriodsLIBOR Daily Floating Rate Loans) or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of ABR Base Rate Loans (subject to the foregoing clause (ii)) in the amount specified therein.. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. As used above in this Section 3.08:

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents (including Section 10.01 hereof), if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or Verisk or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Verisk) that Verisk or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for the applicable currency for any requested Interest Period because the LIBOR Screen Rate for the applicable currency is not available or published on a current basis and such circumstances are unlikely to be temporary; (b) the administrator of the LIBOR Screen Rate for the applicable currency or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will for the applicable currency or the LIBOR Screen Rate for the applicable currency shall no longer be made available available, or used for determining the interest rate of loans in dollars denominated in the U.S. syndicated loan market applicable currency (such specific date, the date of such announcement or publication with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR "Scheduled Unavailability Date”"); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR for the applicable currency; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and Verisk may amend this Agreement to replace LIBOR for the applicable currency with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans credit facilities denominated in the United States at applicable currency for such time alternative benchmarks (any such proposed rate, a “"LIBOR Successor Rate”"); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to the all Lenders and Verisk unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rateamendment. Upon the effectiveness of a Such LIBOR Successor Rate shall be applied in accordance a manner consistent with this Section 2.14Amarket practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as mutually agreed between the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming ChangesVerisk. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Verisk and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the applicable currency and LIBOR Daily Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans, LIBOR Daily Loans or Interest Periods), and (y) if the applicable currency is Dollars, then the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in the applicable currency (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or LIBOR Daily Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Document, if Agent (which determination shall be conclusive absent manifest error), or the ICE Benchmark Administration Borrower Agent or Lenders notify Agent that Borrower Agent or Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then the Administrative or that include language similar to that contained in this Section 3.6.2 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 Agent willor receipt by Agent of such notice, as applicable, Agent and Borrower Agent may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effect, giving due consideration to the benchmark (xif any) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (yincorporated therein) any evolving or then-prevailing market convention substitute rate of interest for LIBOR applicable to syndicated loans in the United States at such time (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed Conforming Changes and notwithstanding anything to be zero for purposes of the contrary in this Agreement. Such LIBOR Successor Rate Agreement (including Section 14.1.1) any such amendment shall become effective for all purposes without any further action or consent of any other party to this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted posts or otherwise discloses such proposed LIBOR Successor Rate amendment to the all Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Agent and each Lender Lender. Thereafter, Loans and all other Obligations will bear interest at the Base Rate plus the Applicable Margin. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in writing and thereafter, the obligation no event shall such LIBOR Successor Rate be less than zero for purposes of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified thereinthis Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”), then or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar U.S. dollar denominated syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that if such LIBOR Successor Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement. (e) The penultimate sentence in Section 7.12 of the Credit Agreement is hereby amended to read as follows: Notwithstanding anything herein or in the other Loan Documents to the contrary, the Special Purpose Subsidiary shall not be required to be a Guarantor or grant a security interest in its property to secure any of the Obligations. (f) Section 8.01(ee) of the Credit Agreement is hereby amended to read as follows:

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

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Credit Agreement or in any other loan documentLoan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrowers) that the Borrowers or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because with respect to any day, the rate of interest per annum determined by the Administrative Agent based on LIBOR administered by ICE Benchmark Administration Limited (or any other Person which takes over the administration of such rate) that appears on the display page of the Bloomberg service for “ICE Benchmark” on that day or, in the event such rate does not appear on such Bloomberg page, as such rate appears on another Bloomberg page or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (the “LIBOR Screen Rate”) is not available or published on a successor quoting service), current basis and such circumstances are unlikely to be temporary; or (b) the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with LIBOR Screen Rate or a Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); then, then reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may amend this Credit Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism then existing convention for determining similar U.S. dollar denominated syndicated credit facilities for such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market convention substitute rate of interest for LIBOR applicable to syndicated loans in the United States at such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrowers unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender Lender. Thereafter, Section 4.03 shall apply. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in writing and thereafter, the obligation no event shall such LIBOR Successor Rate be less than zero for purposes of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified thereinthis Credit Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein or in any other loan documentLoan Document: (a) On March 5, if 2021 the ICE Benchmark Administration Financial Conduct Authority (or a successor quoting service“FCA”), the applicable regulatory supervisor or administrator of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12- month U.S. Federal Reserve System, an insolvency official with jurisdiction over dollar LIBOR tenor settings. On the administrator for LIBOR, a resolution authority with jurisdiction over earliest of (A) the administrator for LIBOR, date that all Available Tenors of U.S dollar LIBOR have permanently or a court indefinitely ceased to be provided by IBA or an entity with similar insolvency or resolution authority over have been announced by the administrator for LIBOR has made a FCA pursuant to public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease information to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is be no longer representative, (B) June 30, 2023 and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. (b) (x) Upon (A) the occurrence of a Benchmark Transition Event or (iiiB) identifying a specific date after which LIBOR will no longer be made available or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Unavailability Date”, then determination by the Administrative Agent willthat neither of the alternatives under clause (1) of the definition of Benchmark Replacement are available, with the consent of Borrower, determine an alternate benchmark rate to Benchmark Replacement will replace LIBOR then in effect, giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market convention substitute rate of interest for LIBOR applicable to syndicated loans in the United States at such time (any such proposed rate, a “LIBOR Successor Rate”); provided that if any such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate shall become effective current Benchmark for all purposes hereunder and under any Loan Document in respect of this Agreement any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted date notice of such proposed LIBOR Successor Rate Benchmark Replacement is provided to the Lenders unlesswithout any amendment to, prior to or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, the written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders have delivered to (and any such objection shall be conclusive and binding absent manifest error); provided that solely in the event that the then-current Benchmark at the time of such Benchmark Transition Event is not a SOFR-based rate, the Benchmark Replacement therefor shall be determined in accordance with clause (1) of the definition of Benchmark Replacement unless the Administrative Agent written notice determines that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. If no LIBOR Successor Rate has been determined hereunder and the LIBOR Unavailability Date has occurred, the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafter, the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods). Upon receipt neither of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified thereinalternative rates is available.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Document, if Agent (which determination shall be conclusive absent manifest error), or the ICE Benchmark Administration Borrower Agent or Required Lenders notify Agent (with, in the case of the Required Lenders, a copy to Borrower Agent) that Borrower Agent or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then the Administrative or that include language similar to that contained in this Section 3.6.2 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 Agent willor receipt by Agent of such notice, as applicable, Agent and Borrower Agent may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effect, giving due consideration to the benchmark (xif any) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (yincorporated therein) any evolving or then-prevailing market convention substitute rate of interest for LIBOR applicable to syndicated loans in the United States at such time (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed Conforming Changes and notwithstanding anything to be zero for purposes of the contrary in this Agreement. Such LIBOR Successor Rate Agreement (including Section 14.1.1) any such amendment shall become effective for all purposes without any further action or consent of any other party to this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted posts or otherwise discloses such proposed LIBOR Successor Rate amendment to the all Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Agent and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar LIBOR Loans shall be suspended (to the extent of the affected Eurodollar LIBOR Loans or Interest Periods), and (y) the LIBO Base Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Agent may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar LIBOR Loans (to the extent of the affected Eurodollar LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans bearing interest at the Base Rate plus the Applicable Margin (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. (a) Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in (such specific date, the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above“Scheduled Unavailability Date”), and the specific date specified in such announcement or publication in the case of or (iii) abovesyndicated loans currently being executed, if anyor that include language similar to that contained in this Section, shall be hereafter referred are being executed or amended (as applicable) to as the “LIBOR Unavailability Date”incorporate or adopt a new benchmark interest rate to replace LIBOR, then then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar U.S. dollar denominated syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement without any further action or consent by the Lenders at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. amendment. (b) If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a)(i) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified thereinin such request. (c) Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than 1% for purposes of this Agreement.

LIBOR Successor Rate. (a) Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentCredit Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or Lead Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Lead Borrower) that Lead Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in (such specific date, the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above“Scheduled Unavailability Date”), and the specific date specified in such announcement or publication in the case of or (iii) abovesyndicated loans currently being executed, if anyor that include language similar to that contained in this Section, shall be hereafter referred are being executed or amended (as applicable) to as the “LIBOR Unavailability Date”incorporate or adopt a new benchmark interest rate to replace LIBOR, then then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and Lead Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar U.S. dollar denominated syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to the all Lenders and Lead Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. amendment. (b) If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a)(i) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Lead Borrower and each Lender in writing and thereafterLender. Thereafter, until any LIBOR Successor Rate Conforming Changes or amendment pursuant to Section 2.16(a) has occurred, (x) the obligation of the Lenders to make or maintain Eurodollar LIBO Rate Term Loans shall be suspended (to the extent of the affected Eurodollar LIBO Rate Term Loans or Interest Periods), and (y) the LIBO 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 Notice of Borrowing for a Borrowing of, and any pending Notice of Continuation/Conversion for a conversion to or continuation of Eurodollar LIBO Rate Term Loans (to the extent of the affected Eurodollar LIBO Rate Term Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Term Loans (subject to the foregoing clause (y)) in the amount specified therein. (c) Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Successor Rate. (a) Notwithstanding anything herein to the contrary, if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (i) (A) the circumstances set forth in Section 2.10(c) have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 2.10(c) have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBOR or the LIBOR Screen Rate shall no longer be used for determining interest rates for loans in Dollars or any Alternative Currency (either such date, a “LIBOR Termination Date”), or (ii) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans in Dollars or an applicable Alternative Currency in the U.S. market, then the Administrative Agent may (in consultation with the Borrower) choose a replacement index for LIBOR in respect of Loans in Dollars or the applicable Alternative Currency, as the case may be, and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in LIBOR-based interest rate in effect prior to its replacement. (b) The Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary herein in this Agreement or in the other Loan Documents (including, without limitation, Section 8.01, such amendment shall become effective without any further action or consent of any other loan documentparty to this Agreement at 5:00 p.m. New York City time on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Lenders, if unless the ICE Benchmark Administration Administrative Agent receives, on or before such tenth (or 10th) Business Day, a successor quoting service)written notice from the Required Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index, adjustments to the applicable supervisor or administrator of LIBORmargins, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR has made a public statement or publication and amendments to this Agreement (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will no longer be made available or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication determined with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Unavailability Date”, then the Administrative Agent will, with the consent of Borrower, determine an alternate benchmark rate to replace LIBOR then in effect, giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism then-current market practices for determining such and implementing a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market convention substitute rate of interest for LIBOR applicable to syndicated newly originated loans in the United States at and loans converted from a LIBOR-based rate to a replacement index-based rate, and (ii) may also reflect adjustments to account for (A) the effects of the transition from LIBOR to the replacement index and (B) yield- or risk-based differences between LIBOR and the replacement index. (d) Until an amendment reflecting a new replacement index in accordance with this Section 2.18 is effective, each advance, conversion and renewal of a Eurodollar Rate Advance will continue to bear interest with reference to LIBOR; provided however, that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a LIBOR Termination Date has occurred, then following the LIBOR Termination Date, all Eurodollar Rate Advances shall automatically be converted to (i) if such Loan is in Dollars, to a Base Rate Advance and (ii) if such Loan is in an Alternative Currency to which such LIBOR Termination Date applies, a Base Rate Advance in Dollars, in each case, until such time as an amendment reflecting a replacement index and related matters as described above is implemented. (e) Notwithstanding anything to the contrary contained herein, if at any such proposed rate, a “LIBOR Successor Rate”); provided that if any such rate time the replacement index is less than zero, the LIBOR Successor Rate at such times, such index shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate to the Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. If no LIBOR Successor Rate has been determined hereunder and the LIBOR Unavailability Date has occurred, the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafter, the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified therein.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents (including Section 10.01 hereof), if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error and made by notice to the Borrower), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for the applicable currency for any requested Interest Period because the LIBOR Screen Rate for the applicable currency is not available or published on a current basis and such circumstances are unlikely to be temporary; (b) the administrator of the LIBOR Screen Rate for the applicable currency or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will for the applicable currency or the LIBOR Screen Rate for the applicable currency shall no longer be made available available, or used for determining the interest rate of loans in dollars denominated in the U.S. syndicated loan market applicable currency (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR for the applicable currency; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace LIBOR for the applicable currency with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans credit facilities denominated in the United States at applicable currency for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Company unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rateamendment. Upon the effectiveness of a Such LIBOR Successor Rate shall be applied in accordance a manner consistent with this Section 2.14A, market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with Agent, such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesshall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Company. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Company and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the applicable currency and LIBOR Daily Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans, LIBOR Daily Loans or Interest Periods), and (y) if the applicable currency is Dollars, then the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in the applicable currency (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or LIBOR Daily Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Note or in any other loan documentLoan Documents, if Lender determines (which determination shall be conclusive absent manifest error), or if Borrower notifies Lender that Borrower has determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR with respect to the ICE Benchmark Administration Loan, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Lender has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans (such specific date, as used in dollars in this Section 3.2 only, the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of “Scheduled Unavailability Date”); or (iii) abovebilateral portfolio commercial real property loans currently being executed, if anyor that include language similar to that contained in this Subsection, shall be hereafter referred are being executed or amended (as applicable) to as the “LIBOR Unavailability Date”, then the Administrative Agent will, with the consent of Borrower, determine an alternate incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by Lender, or receipt by Lender of such notice from Borrower, as applicable, Lender and Borrower may amend this Note to replace LIBOR then in effectwith an alternative benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein, giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to syndicated similar U.S. Dollar denominated bilateral portfolio commercial real property loans in the United States at for such time alternative benchmarks (any such proposed rate, as used in this Section 3.2 only, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate to the Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under subsection (i) of this Section 3.2(e) exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent Lender will promptly so notify Borrower. Thereafter, Lender’s obligation to provide the Borrower and each Lender in writing and thereafter, the obligation of the Lenders to make or maintain Eurodollar Loans LIBOR Rate shall be suspended (to suspended, and the extent of Loan shall bear interest at the affected Eurodollar Loans or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request Base Rate for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified thereinthat day.

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

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

LIBOR Successor Rate. (a) Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Parent Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Parent Borrower) that the Parent Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in (such specific date, the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above“Scheduled Unavailability Date”), and the specific date specified in such announcement or publication in the case of or (iii) abovesyndicated loans currently being executed, if anyor that include language similar to that contained in this Section 3.08, shall be hereafter referred are being executed or amended (as applicable) to as the “LIBOR Unavailability Date”incorporate or adopt a new benchmark interest rate to replace LIBOR, then then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Parent Borrower may jointly agree to amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar U.S. dollar denominated syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Parent Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. amendment. (b) If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a)(i) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Parent Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Parent Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing thatthat in the case of Eurocurrency Rate Loans that are denominated in Dollars, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. The provisions of this Section 3.08 shall supersede any provision in Section 10.01 to the contrary and no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, amend or waive, or consent to any departure from, such provisions, including the defined terms used herein and set forth below. As used above:

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

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Adjusted Eurodollar Rate for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; (ii) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which the Adjusted Eurodollar Rate or the LIBOR will Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in (such specific date, the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of “Scheduled Unavailability Date”); or (iii) abovesyndicated loans currently being executed, if anyor that include language similar to that contained in this definition, shall be hereafter referred are being executed or amended (as applicable) to as incorporate or adopt a new benchmark interest rate to replace the “LIBOR Unavailability Date”Adjusted Eurodollar Rate, then then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the Adjusted Eurodollar Rate with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then the benchmark (if any) incorporated therein), and to reflect the adjusted margins and other such amendments as may be appropriate, in effectthe Administrative Agent’s discretion, all giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar U.S. dollar denominated syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed Conforming Changes and also reflect adjustments to be zero account for purposes (y) the effects of this Agreement. Such LIBOR Successor the transition from the Adjusted Eurodollar Rate to such replacement alternative benchmark rate and (z) yield- or risk-based differences between the Adjusted Eurodollar Rate and such replacement alternative benchmark rate, and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rateamendment. Upon The Administrative Agent shall have no obligation to make any determination under this Section 1.05; provided that any determination made in good faith by the effectiveness Administrative Agent shall be binding on all Lenders, the Loan Parties and the Administrative Agent shall have no liability to the Lenders, the Loan Parties or any other Person for any such determination made in good faith. Notwithstanding anything else herein, any definition of a LIBOR Successor Rate shall provide that in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with no event shall such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesbe less than zero for purposes of this Agreement. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended suspended, (to the extent of the affected Eurodollar Loans or Interest Periods), and (y) the Adjusted Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents (including Section 10.01 hereof), if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error and made by notice to the Company), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Company may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Company unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rateamendment. Upon the effectiveness of a Such LIBOR Successor Rate shall be applied in accordance a manner consistent with this Section 2.14A, market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with Agent, such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesshall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Company. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Company and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans and LIBOR Daily Loans shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans, LIBOR Daily Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or LIBOR Daily Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein or in any other loan document, if the ICE Benchmark Administration (or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will no longer be made available or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Unavailability Date”, then the Administrative Agent will, with the consent of Borrower, determine an alternate benchmark rate to replace LIBOR then in effect, giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market convention substitute rate of interest for LIBOR applicable to syndicated loans in the United States at such time (any such proposed rate, a “LIBOR Successor Rate”); provided that if any such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day Immediately after the Administrative Agent shall have posted such proposed LIBOR Successor Rate gives a Suspension Notice to the Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent Borrower and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. If no LIBOR Successor Rate has been determined hereunder and the LIBOR Unavailability Date has occurredLenders, the Administrative Agent will promptly so notify the Borrower and (a) each Lender in writing and thereafter, the Lender’s obligation of the Lenders to make or maintain Eurodollar LIBOR Loans will be suspended, (b) the LIBOR Rate component shall no longer be suspended utilized in determining ABR, and (c) all interest payable on LIBOR Loans will automatically convert to a rate of interest determined by the Administrative Agent based on an index and spread that is reasonably equivalent to the extent most recent, reliable LIBOR Rate, as determined in good faith by Administrative Agent, prior to the date of the affected Eurodollar Loans or Interest Periods)Suspension Notice. Upon receipt of such noticeSuspension Notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar LIBOR Loans (to the extent of the affected Eurodollar LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans. The Administrative Agent may only issue a Suspension Notice to Borrower under clause (c) of the definition of Suspension Notice if the Administrative Agent issues a similar notice to its other borrowers with loans of similar maturities which are tied to a LIBOR Rate and for which the Administrative Agent has the right to issue such a Suspension Notice. If circumstances further change and nullify the basis on which the Suspension Notice was given, then the Administrative Agent will advise Borrower and the other Lenders of the change and thereafter and any Loans in bearing interest at the amount specified thereinrate determined by the Administrative Agent under Section 1.9(c) will automatically bear interest at the LIBOR Rate plus the Applicable Margin.

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

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

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

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

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

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

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

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”), then or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower shall endeavor to amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effect, giving due consideration to the benchmark (xif any) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (yincorporated therein) any evolving or then-prevailing market convention substitute rate of interest for LIBOR applicable to syndicated loans in the United States at such time (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) without any obligation to pay any loss, cost or expense of any Lender pursuant to Section 3.05 or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. (f) Section 5.19 of the Credit Agreement is hereby amended to read as follows:

LIBOR Successor Rate. (a) Notwithstanding anything to the contrary herein in this Credit Agreement or in any other loan documentLoan Document, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrowers) that the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because LIBOR is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of LIBOR or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will shall no longer be made available available, or used for determining the interest rate of loans in dollars in (such specific date, the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of “Scheduled Unavailability Date”); or (iii) abovesyndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, (x) the Administrative Agent shall notify the Borrowers and the Lenders and (y) the Administrative Agent and the Initial Borrower may amend this Credit Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark, if any, shall be hereafter referred to as the “LIBOR Unavailability Date”, then the Administrative Agent will, with the consent of Borrower, determine an alternate benchmark rate to replace LIBOR then in effectincorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans credit facilities denominated in the United States at US Dollars for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Initial Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. amendment. (b) If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under Section 4.12(a)(i) exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will shall promptly so notify the Borrower Borrowers and each Lender in writing and thereafterthe Lenders. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar LIBOR Loans shall be suspended (to the extent of the affected Eurodollar LIBOR Loans or Interest Periods)) and (ii) the Adjusted LIBOR component shall no longer be utilized in determining the Reference Rate. Upon receipt of such notice, the Borrower Borrowers may revoke any pending request Request for a Borrowing of, or Rollover Notice or Conversion Notice for the conversion to or continuation of Eurodollar Continuation of, LIBOR Loans (to the extent of the affected Eurodollar LIBOR Loans or Interest Periods) or, failing that, the applicable Borrower(s) will be deemed to have converted each such request into LIBOR Loan to a request Reference Rate Loan pursuant to Section 2.3(f) (subject to the foregoing clause (ii)). Notwithstanding any other provision of this Credit Agreement, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero (0) for a Borrowing purposes of ABR Loans in the amount specified thereinthis Credit Agreement.

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Note or in any other loan documentLoan Documents, if Lender determines (which determination shall be conclusive absent manifest error), or if Borrower notifies Lender that Borrower has determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR with respect to the ICE Benchmark Administration Loan, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Lender has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans (such specific date, as used in dollars in this Section 3.1 only, the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) above, and the specific date specified in such announcement or publication in the case of “Scheduled Unavailability Date”); or (iii) abovebilateral portfolio commercial real property loans currently being executed, if anyor that include language similar to that contained in this Subsection, shall be hereafter referred are being executed or amended (as applicable) to as the “LIBOR Unavailability Date”, then the Administrative Agent will, with the consent of Borrower, determine an alternate incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by Lender, or receipt by Lender of such notice from Borrower, as applicable, Lender and Borrower may amend this Note to replace LIBOR then in effectwith an alternative benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein, giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to syndicated similar U.S. Dollar denominated bilateral portfolio commercial real property loans in the United States at for such time alternative benchmarks (any such proposed rate, as used in this Section 3.1 only, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate shall become effective for all purposes of this Agreement at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate to the Lenders unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changes. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under subsection (i) of this Section 3.1(d) exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent Lender will promptly so notify Borrower. Thereafter, Lender’s obligation to provide the Borrower Floating Rate shall be suspended, and each the Loan shall bear interest at the Alternative Rate for that day plus seventy (70) basis points. 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 Note, provided, however, that at any time while a Swap Contract or a Third Party Swap Contract (whether one or more) is in effect in conformity with the terms of the Loan Agreement and has been pledged to the Lender pursuant to Section 2 of Schedule 7 of the Loan Agreement as collateral for the Obligations (as defined in writing and thereafterthe Loan Agreement), the obligation provisions of this sentence shall not apply to that portion of the Lenders to make or maintain Eurodollar Loans shall be suspended (Loan in an aggregate outstanding amount equal to the extent aggregate notational amount of the affected Eurodollar Loans all such pledged Swap Contracts or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans in the amount specified thereinThird Party Swap Contracts.

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

LIBOR Successor Rate. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents (including Section 11.01 hereof), if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined (which determination likewise shall be conclusive and binding upon all parties hereto absent manifest error), that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for the applicable currency for any requested Interest Period, including because the LIBOR Screen Rate for the applicable currency is not available or published on a current basis and such circumstances are unlikely to be temporary; (b) the administrator of the LIBOR Screen Rate for the applicable currency or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will for the applicable currency or the LIBOR Screen Rate for the applicable currency shall no longer be made available available, or used for determining the interest rate of loans in dollars denominated in the U.S. syndicated loan market (applicable currency, provided that, at the date time of such announcement or publication with respect statement, there is no successor administrator that is satisfactory to (i) and (ii) abovethe Administrative Agent, and the that will continue to provide LIBOR after such specific date specified in (such announcement or publication in the case of (iii) abovespecific date, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”); or (c) syndicated loans currently being executed, then the Administrative Agent willor that include language similar to that contained in this Section 3.07, with the consent of Borrower, determine an alternate are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR then in effectfor the applicable currency; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Loan Parties may amend this Agreement to replace LIBOR for the applicable currency with an(x) one or more SOFR-Based Rates or (y) another alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar syndicated loans credit facilities denominated in the United States at applicable currency for such alternative benchmarks (and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar syndicated credit facilities denominated in the applicable currency for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Loan Parties unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such LIBOR Successor Rateamendment (in which case,; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Upon the effectiveness of a Such LIBOR Successor Rate shall be applied in accordance a manner consistent with this Section 2.14A, market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent and the Borrower Loan Parties may amend this Agreement to replace LIBOR with enter into an alternative amendment for such purpose, which shall become effective as aforesaid)., such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesshall be applied in a manner as otherwise reasonably determined by the Administrative Agent. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower Company and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans in the applicable currency shall be suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods), and (y) if the applicable currency is Dollars, then the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans denominated in the applicable currency (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, (x) 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 and (y) no amendment fee shall be payable by the Company in connection with any amendment entered into solely for purposes of replacing LIBOR with an alternative benchmark rate pursuant to this Section 3.07.

LIBOR Successor Rate. 1. Notwithstanding anything to the contrary herein in this Agreement or in any other loan documentLoan Documents, if the ICE Benchmark Administration Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: a. adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or b. the administrator of the LIBOR Screen Rate or a successor quoting service), the applicable supervisor or administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with Governmental Authority having jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR Administrative Agent has made a public statement or publication (i) announcing that the administrator of LIBOR has ceased or will cease to provide LIBOR, permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR, (ii) announcing that LIBOR is no longer representative, or (iii) identifying a specific date after which LIBOR will or the LIBOR Screen Rate shall no longer be made available available, or used for determining the interest rate of loans in dollars in the U.S. syndicated loan market (the date of such announcement or publication with respect to (i) and (ii) abovespecific date, and the specific date specified in such announcement or publication in the case of (iii) above, if any, shall be hereafter referred to as the “LIBOR Scheduled Unavailability Date”), then or c. syndicated loans currently being executed, or that include language similar to that contained in this Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent willor receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with the consent of Borrower, determine an alternate benchmark rate (including any mathematical or other adjustments to replace LIBOR then in effectthe benchmark (if any) incorporated therein), giving due consideration to (x) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market then existing convention substitute rate of interest for LIBOR applicable to similar U.S. dollar denominated syndicated loans in the United States at credit facilities for such time alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”); provided that if , together with any such rate is less than zero, the proposed LIBOR Successor Rate shall be deemed to be zero for purposes of this Agreement. Such LIBOR Successor Rate Conforming Changes and any such amendment shall become effective for all purposes of this Agreement at 5:00 p.m. (New York time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed LIBOR Successor Rate amendment to all Lenders and the Lenders Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such LIBOR Successor Rate. Upon the effectiveness of a LIBOR Successor Rate in accordance with this Section 2.14A, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with such LIBOR Successor Rate and make any LIBOR Successor Rate Conforming Changesamendment. 2. If no LIBOR Successor Rate has been determined hereunder and the LIBOR circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurredoccurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender in writing and thereafterLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans shall be suspended suspended, (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Base Rate Loans (subject to the foregoing clause (y)) in the amount specified thereintherein Notwithstanding anything else herein, any LIBOR Successor Rate that is adopted in accordance herewith shall provide that in no event shall such rate be less than zero for purposes of this Agreement. 3. This Section 3.07 shall supersede any provisions in Section 10.01 to the contrary.