Common use of Rates; LIBOR Notification Clause in Contracts

Rates; LIBOR Notification. The interest rate on Eurodollar Advances and Floating Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate) is determined by reference to USD LIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances or Floating Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate). In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.8, such Section 3.8 provides a mechanism for determining an alternative rate of interest. The Agent will notify the Borrower in advance, pursuant to Section 3.8, of any change to the reference rate upon which the interest rate on Eurodollar Advances and Floating Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate) is based. However, the Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration of, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base Rate” or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.8, will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances and Floating Eurocurrency Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate) Loans is determined by reference to USD LIBORthe Eurocurrency Screen Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) publicly announced that: immediately after December 31, after the end of 2021, it would no longer persuade or compel contributing banks publication of the 1-week and 2-month U.S. Dollar LIBOR settings will permanently cease; immediately after June 30, 2023, publication of the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease; and immediately after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to make rate submissions be provided or, subject to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes FCA’s consideration of the IBA setting the London interbank offered rate. As case, be provided on a result, it is possible that commencing in 2022, the London interbank offered rate may synthetic basis and no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances or Floating Rate Advances (when determined by reference to clause (iii) representative of the definition underlying market and economic reality they are intended to measure and that representativeness will not be restored. There is no assurance that dates announced by the FCA will not change or that the administrator of Alternate Base Rate)LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is published. In light Each party to this agreement should consult its own advisors to stay informed of this eventuality, public any such developments. Public and private sector industry initiatives have been and continue, as of the date hereof, to be are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In Upon the event that the London interbank offered rate occurrence of a Benchmark Transition Event or any other thenan Early Opt-current Benchmark is no longer available or in certain other circumstances set forth in Election, Section 3.8, such Section 3.8 3.02 provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower in advanceBorrower, pursuant to Section 3.83.02, of any change to the reference rate upon which the interest rate on Eurodollar Advances and Floating Eurocurrency Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate) Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration ofadministration, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base Eurocurrency Rate” or with respect to any alternative, comparable alternative or successor rate thereto, or replacement rate thereof including, without limitation, (including i) any thensuch alternative, successor or replacement rate implemented pursuant to Section 3.02, whether upon the occurrence of a Benchmark Transition Event or an Early Opt-current Benchmark or in Election, and (ii) the implementation of any Benchmark Replacement)Replacement Conforming Changes pursuant to Section 3.02, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.8, will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, the Eurocurrency Rate or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Rates; LIBOR Notification. The interest rate on Adjusted Eurodollar Advances and Floating Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate) Loans is determined by reference to USD LIBORthe ICE Benchmark Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 20222022 or at some point thereafter, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Adjusted Eurodollar Advances Rate Loans for one or Floating Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate)more currencies available for borrowing hereunder. In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In Upon the event that the London interbank offered rate occurrence of a Benchmark Transition Event or any other thenan Early Opt-current Benchmark is no longer available or in certain other circumstances set forth in Election, Section 3.8, such Section 3.8 2.15 provides a mechanism for determining an alternative rate of interest. The Agent will promptly notify the Borrower in advanceBorrower, pursuant to Section 3.82.15, of any change to the reference rate upon which the interest rate on Adjusted Eurodollar Advances and Floating Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate) Loans is based. However, the Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration ofadministration, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Adjusted Eurodollar Base Rate” or with respect to any alternative, comparable alternative or successor rate thereto, or replacement rate thereof including, without limitation, (including i) any thensuch alternative, successor or replacement rate implemented pursuant to Section 2.15, whether upon the occurrence of a Benchmark Transition Event or an Early Opt-current Benchmark or in Election, and (ii) the implementation of any Benchmark Replacement)Replacement Conforming Changes pursuant to Section 2.15, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.8, will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, the Adjusted Eurodollar Rate or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.. ARTICLE II THE CREDIT FACILITY SECTION 2.01

Rates; LIBOR Notification. The interest rate on Eurodollar Advances LIBOR Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is determined by reference to USD LIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances LIBOR Rate Loans or Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate). In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.85.8(c), such Section 3.8 5.8(c) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower in advance, pursuant to Section 3.85.8(c), of any change to the reference rate upon which the interest rate on Eurodollar Advances LIBOR Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration of, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base RateLIBOR” or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.85.8(c), will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances and Floating Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate) Loans is determined by reference to USD LIBORthe LIBOR Screen Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 20222022 or at some point thereafter, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances Rate Loans for one or Floating Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate)more currencies available for borrowing hereunder. In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In Upon the event that the London interbank offered rate occurrence of a Benchmark Transition Event or any other thenan Early Opt-current Benchmark is no longer available or in certain other circumstances set forth in Election, this Section 3.8, such Section 3.8 3.09 provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower in advanceBorrowers, pursuant to this Section 3.83.09, of any change to the reference rate upon which the interest rate on Eurodollar Advances and Floating Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate) Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration ofadministration, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base Rate” or with respect to any alternative, comparable alternative or successor rate thereto, or replacement rate thereof including, without limitation, (including i) any thensuch alternative, successor or replacement rate implemented pursuant to this Section 3.09, whether upon the occurrence of a Benchmark Transition Event or an Early Opt-current Benchmark or in Election, and (ii) the implementation of any Benchmark Replacement)Replacement Conforming Changes pursuant to this Section 3.09, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.8, will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, the Eurodollar Rate or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances Loans that accrue Interest based on LIBOR (“LIBOR Rate Loans”) and Floating Loans that accrue interest based on the Base Rate Advances (“Base Rate Loans”) (when determined by reference to clause (iii) of the definition of Alternate Base Rate) is determined by reference to USD LIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances LIBOR Rate Loans or Floating Base Rate Advances Loans (when determined by reference to clause (iii) of the definition of Alternate Base Rate). In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.82.09, such Section 3.8 2.09 provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower in advance, pursuant to Section 3.82.09, of any change to the reference rate upon which the interest rate on Eurodollar Advances LIBOR Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iii) of the definition of Alternate Base Rate) is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration of, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base RateLIBOR” or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.82.09, will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances LIBOR Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is determined by reference to USD LIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances LIBOR Rate Loans or Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate). In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.83.8(c), such Section 3.8 3.8(c) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower in advance, pursuant to Section 3.83.8(c), of any change to the reference rate upon which the interest rate on Eurodollar Advances LIBOR Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration of, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base RateLIBOR” or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.83.8(c), will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances Eurocurrency Loans and Floating Rate Advances ABR Loans (when determined by reference to clause (iiic) of the definition of Alternate Base RateABR) is determined by reference to USD LIBORthe LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances Eurocurrency Loans or Floating Rate Advances ABR Loans (when determined by reference to clause (iiic) of the definition of Alternate Base RateABR). In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.82.14, such Section 3.8 2.14 provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower in advance, pursuant to Section 3.82.14, of any change to the reference rate upon which the interest rate on Eurodollar Advances Eurocurrency Loans and Floating Rate Advances ABR Loans (when determined by reference to clause (iiic) of the definition of Alternate Base RateABR) is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration of, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base LIBO Rate” or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.82.14, will be similar to, or produce the same value or economic equivalence of, USD LIBOR LIBO Rate or any other Benchmark, or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances LIBOR Loans, LIBOR Margin Loans and Floating Base Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate) Loans is determined by reference to USD LIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances LIBOR Loans, LIBOR Margin Loans or Floating Base Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate)Loans. In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.84.2.(b), such Section 3.8 4.2.(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower in advance, pursuant to Section 3.84.2.(b), of any change to the reference rate upon which the interest rate on Eurodollar Advances LIBOR Loans, LIBOR Margin Loans and Floating Base Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate) Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration of, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base RateLIBOR” or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.84.2.(b), will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances Loans and Floating Rate Advances ABR Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is determined by reference to USD LIBORthe LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances Loans or Floating Rate Advances ABR Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate). In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.82.14(c), such Section 3.8 2.14(c) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower in advance, pursuant to Section 3.82.14(c), of any change to the reference rate upon which the interest rate on Eurodollar Advances Loans and Floating Rate Advances ABR Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (ia) the continuation of, administration of, submission of, calculation of or any other matter related to the London interbank offered rate or other otherTerm SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition of “Eurodollar Base LIBO Rate” orthereof, or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof thereofthereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any then current Benchmark or any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.82.1412.14 (c), will be similar to, or produce the same value or economic equivalence of, USD LIBOR the LIBO Rate or any other Benchmark, or have the same volume or liquidity as did did, the London interbank offered rate rateTerm SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (iib) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is may be determined by reference to USD LIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017On March 5, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes ), the administrator of the IBA setting the London interbank offered rate, and the Financial Conduct Authority (the “FCA”), the regulatory supervisor of IBA, announced in public statements (the “Announcements”) that the final publication or representativeness date for the London interbank offered rate for Dollars for: (a) 1-week and 2-month tenor settings will be December 31, 2021 and (b) overnight, 1-month, 3-month, 6-month and 12-month tenor settings will be June 30, 2023. No successor administrator for IBA was identified in such Announcements. As a result, it is possible that commencing in 2022immediately after such dates, the London interbank offered rate for such tenors may no longer be available or may no longer be deemed an appropriate a representative reference rate upon which to determine the interest rate on Eurodollar Advances Loans or Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate). In light There is no assurance that the dates set forth in the Announcements will not change or that IBA or the FCA will not take further action that could impact the availability, composition or characteristics of this eventuality, public any London interbank offered rate. Public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify implement new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.82.13(c), such Section 3.8 2.13(c) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower in advance, pursuant to Section 3.82.13(c), of any change to the reference rate upon which the interest rate on Eurodollar Advances Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration of, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base RateLIBOR” or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.82.13(c), will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances LIBOR Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is determined by reference to USD LIBORthe LIBOR Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017On March 5, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes ), the administrator of the IBA setting the London interbank offered rate, and the Financial Conduct Authority (the “FCA”), the regulatory supervisor of IBA, announced in public statements (the “Announcements”) that the final publication or representativeness date for the London interbank offered rate for Dollars for: (a) 1-week and 2-month tenor settings will be December 31, 2021 and (b) overnight, 1-month, 3-month, 6-month and 12-month tenor settings will be June 30, 2023. No successor administrator for IBA was identified in such Announcements. As a result, it is possible that commencing in 2022immediately after such dates, the London interbank offered rate for such tenors may no longer be available or may no longer be deemed an appropriate a representative reference rate upon which to determine the interest rate on Eurodollar Advances LIBOR Rate Loans or Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate). In light There is no assurance that the dates set forth in the Announcements will not change or that IBA or the FCA will not take further action that could impact the availability, composition or characteristics of this eventuality, public any London interbank offered rate. Public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify implement new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.82.12(e), such Section 3.8 2.12(e) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower in advanceBorrower, pursuant to Section 3.82.12(e), of any change to the reference rate upon which the interest rate on Eurodollar Advances LIBOR Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (iia) the continuation of, administration of, submission of, calculation of or any other matter related to Base Rate, the London interbank offered rate or other otherTerm SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition of “Eurodollar Base Rate” LIBOR Rate”thereof, or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof thereofthereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.82.12(e), will be similar to, or produce the same value or economic equivalence of, USD LIBOR London interbank offered rate or any other Benchmark, or have the same volume or liquidity as did did, Base Rate, the London interbank offered rate rateTerm SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (iiiib) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. Furthermore, theThe Administrative Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessationand its affiliates or other related entities may engage in transactions unrelated to this Agreement and the other Loan Documents that affect the calculation of the LIBORBase Rate (or any other applicable benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of (except as directed by the Required Lenders or the BXC Representative), any termination date relating to, the LIBORTerm SOFR Reference Rate, (ii) to select determine or designateTerm SOFR, Adjusted Term SOFR, any alternative rate, or other, successor or replacement benchmark index,rate (including any Benchmark Replacement) or whether any conditions to the designation of such a rate have been satisfied, (iii) to select, determine or designate any other modifier to any alternative rate or (iv) to determine whether or what alternative rate changes are necessary or advisable, if any, in connection with any ofrelevant adjustments thereto, in each case, in a manner adverse to the foregoingBorrower. The Administrative Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the LIBOR Rate (or any other applicable benchmark) and absence of a designated replacement benchmark, including as a result of any inability, delay, error or inaccuracy on the part of the Required Lenders or the BXC Representative in providing any direction, instruction, notice ormay select information requiredsources or contemplated byservices in its reasonable discretion to ascertain Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and reasonably required for the performance of such dutiesshall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances Loans that accrue Interest based on LIBOR (“LIBOR Rate Loans”) and Floating Loans that accrue interest based on the Base Rate Advances (“Base Rate Loans”) (when determined by reference to clause (iii) of the definition of Alternate Base Rate) is determined by reference to USD LIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances LIBOR Rate Loans or Floating Base Rate Advances Loans (when determined by reference to clause (iii) of the definition of Alternate Base Rate). In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.82.09, such Section 3.8 2.09 provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower in advance, pursuant to Section 3.82.09, of any change to the reference rate upon which the interest rate on Eurodollar Advances LIBOR Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iii) of the definition of Alternate Base Rate) is based. However, the the. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the continuation of, administration of, submission of, calculation of or any other matter related to the London interbank offered rate rateBenchmark, any component definition thereof or other rates referred to in the definition of “Eurodollar Base Rate” LIBOR”thereof, or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof hereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.8, will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.Section

Rates; LIBOR Notification. The interest rate on Eurodollar Advances LIBOR Rate Loans, LIBOR Market Index Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is determined by reference to USD LIBORthe LIBOR Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances or Floating LIBOR Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate)Loans and LIBOR Market Index Rate Loans. In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.83.5, such Section 3.8 3.5 provides a mechanism for determining an alternative rate of interest. The Agent Lender will notify the Borrower in advance, pursuant to Section 3.83.5, of any change to the reference rate upon which the interest rate on Eurodollar Advances LIBOR Rate Loans, LIBOR Market Index Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is based. However, the Agent Lender does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration ofadministration, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of the “Eurodollar Base LIBOR Rate” or with respect to any alternative, comparable alternative or successor rate thereto, or replacement rate thereof (including any then-current Benchmark or any Benchmark Replacement)thereof, including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement)rate, as it may or may not be adjusted pursuant to Section 3.83.5, will be similar to, or produce the same value or economic equivalence of, USD the LIBOR or any other Benchmark, Rate or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is determined by reference to USD LIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances or Floating Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate)Loans. In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.83.03(c), such Section 3.8 3.03(c) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower and the Lenders in advance, pursuant to Section 3.83.03(c), of any change to the reference rate upon which the interest rate on Eurodollar Advances Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration ofadministration, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base RateLIBOR” or with respect to any alternative, comparable alternative or successor rate thereto, or replacement rate thereof (including any then-current Benchmark or any Benchmark Replacement)thereof, including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement)rate, as it may or may not be adjusted pursuant to Section 3.83.03(c), will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances and Floating LIBO Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate) Loans is determined by reference to USD LIBORthe LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances or Floating LIBO Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate)Loans. In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In Upon the event that occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, Sections 3.03(c) and (d) provide the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.8, such Section 3.8 provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower in advanceBorrower, pursuant to Section 3.83.03(f), of any change to the reference rate upon which the interest rate on Eurodollar Advances and Floating LIBO Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate) Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration ofadministration, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base LIBO Rate” or with respect to any alternative, comparable alternative or successor rate thereto, or replacement rate thereof (including including, without limitation, (i) any thensuch alternative, successor or replacement rate implemented pursuant to Section 3.03(c) or (d), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-current Benchmark or in Election, and (ii) the implementation of any Benchmark ReplacementReplacement Conforming Changes pursuant to Section 3.03(e)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.8, will be similar to, or ​ produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances LIBOR Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is determined by reference to USD LIBORthe LIBOR Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017On March 5, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes ), the administrator of the IBA setting the London interbank offered rate, and the Financial Conduct Authority (the “FCA”), the regulatory supervisor of IBA, announced in public statements (the “Announcements”) that the final publication or representativeness date for the London interbank offered rate for Dollars for: (a) 1-week and 2-month tenor settings will be December 31, 2021 and (b) overnight, 1-month, 3-month, 6-month and 12-month tenor settings will be June 30, 2023. No successor administrator for IBA was identified in such Announcements. As a result, it is possible that commencing in 2022immediately after such dates, the London interbank offered rate for such tenors may no longer be available or may no longer be deemed an appropriate a representative reference rate upon which to determine the interest rate on Eurodollar Advances LIBOR Rate Loans or Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate). In light There is no assurance that the dates set forth in the Announcements will not change or that IBA or the FCA will not take further action that could impact the availability, composition or characteristics of this eventuality, public any London interbank offered rate. Public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify implement new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.82.12(e), such Section 3.8 2.12(e) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower in advanceBorrower, pursuant to Section 3.82.12(e), of any change to the reference rate upon which the interest rate on Eurodollar Advances LIBOR Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration of, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base LIBOR Rate” or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.82.12(e), will be similar to, or produce the same value or economic equivalence of, USD LIBOR London interbank offered rate or any other Benchmark, or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. Furthermore, the Administrative Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of the LIBOR Rate (or any other applicable benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of (except as directed by the Required Lenders or the BXC Representative), any termination date relating to the LIBOR Rate, (ii) to select determine or designate any alternative rate, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) to select, determine or designate any other modifier to any alternative rate or (iv) to determine whether or what alternative rate changes are necessary or advisable, if any, in connection with any of the foregoing. The Administrative Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of the LIBOR Rate (or any other applicable benchmark) and absence of a designated replacement benchmark, including as a result of any inability, delay, error or inaccuracy on the part of the Required Lenders or the BXC Representative in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances LIBOR Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is determined by reference to USD LIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances LIBOR Rate Loans or Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate). In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.85.8(c), such Section 3.8 5.8(c) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower in advance, pursuant to Section 3.85.8(c), of any change to the reference rate upon which the interest rate on Eurodollar Advances LIBOR Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (iia) the continuation of, administration of, submission of, calculation of or any other matter related to the London interbank offered rate or other Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, or any component definition thereof or rates referred to in the definition of “Eurodollar Base RateLIBOR” orthereof, or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof thereofthereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.85.8(c), will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, or have the same volume or liquidity as did did, the London interbank offered rate or any otherTerm SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (iiiib) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances and Floating Adjusted LIBOR Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate) Loans is determined by reference to USD LIBORthe ICE Benchmark Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, 44 Loan Agreement after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 20222022 or at some point thereafter, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances Adjusted LIBOR Rate Loans for one or Floating Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate)more currencies available for borrowing hereunder. In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In Upon the event that the London interbank offered rate occurrence of a Benchmark Transition Event or any other thenan Early Opt-current Benchmark is no longer available or in certain other circumstances set forth in Election, Section 3.8, such Section 3.8 1.04 provides a mechanism for determining an alternative rate of interest. The Agent will promptly notify the Borrower in advanceBorrower, pursuant to Section 3.81.04, of any change to the reference rate upon which the interest rate on Eurodollar Advances and Floating Adjusted LIBOR Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate) Loans is based. However, the Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration ofadministration, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base Adjusted LIBOR Rate” or with respect to any alternative, comparable alternative or successor rate thereto, or replacement rate thereof including, without limitation, (including i) any thensuch alternative, successor or replacement rate implemented pursuant to Section 1.04, whether upon the occurrence of a Benchmark Transition Event or an Early Opt-current Benchmark or in Election, and (ii) the implementation of any Benchmark Replacement)Replacement Conforming Changes pursuant to Section 1.04, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.8, will be similar to, or produce the same value or economic equivalence of, USD the Adjusted LIBOR or any other Benchmark, Rate or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances LIBOR Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is determined by reference to USD LIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances LIBOR Rate Loans or Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate). In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.84.8(c), such Section 3.8 4.8(c) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower in advance, pursuant to Section 3.84.8(c), of any change to the reference rate upon which the interest rate on Eurodollar Advances LIBOR Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (iia) the continuation of, administration of, submission of, calculation of or any other matter related to the London interbank offered rate or other otherTerm SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition of “Eurodollar Base Rate” or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.8, will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.39 142128979_6 170630523_7

Rates; LIBOR Notification. The interest rate on Eurodollar Advances Loans and Floating Rate Advances ABR Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is determined by reference to USD LIBORthe LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances Loans or Floating Rate Advances ABR Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate). In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.82.14(c), such Section 3.8 2.14(c) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower in advance, pursuant to Section 3.82.14(c), of any change to the reference rate upon which the interest rate on Eurodollar Advances Loans and Floating Rate Advances ABR Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (ia) the administration of, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base LIBO Rate” or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.82.14(c), will be similar to, or produce the same value or economic equivalence of, USD LIBOR the LIBO Rate or any other Benchmark, or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (iib) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances LIBOR Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is determined by reference to USD LIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Advances LIBOR Rate Loans or Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate). In light of this eventuality, public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.84.8(c), such Section 3.8 4.8(c) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower in advance, pursuant to Section 3.84.8(c), of any change to the reference rate upon which the interest rate on Eurodollar Advances LIBOR Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration of, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base RateLIBOR” or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.84.8(c), will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.

Rates; LIBOR Notification. The interest rate on Eurodollar Advances Rate Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iii) of the definition of Alternate Base Rate) is determined by reference to USD LIBORthe Eurodollar Base Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017On March 5, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes ), the administrator of the IBA setting the London interbank offered rate, and the Financial Conduct Authority (the “FCA”), the regulatory supervisor of IBA, announced in public statements (the “Announcements”) that the final publication or representativeness date for the London interbank offered rate for Dollars for: (a) 1- week and 2-month tenor settings will be December 31, 2021 and (b) overnight, 1-month, 3- month, 6-month and 12-month tenor settings will be June 30, 2023. No successor administrator for IBA was identified in such Announcements. As a result, it is possible that commencing in 2022immediately after such dates, the London interbank offered rate for such tenors may no longer be available or may no longer be deemed an appropriate a representative reference rate upon which to determine the interest rate on Eurodollar Advances Rate Loans or Floating Base Rate Advances Loans (when determined by reference to clause (iii) of the definition of Alternate Base Rate). In light There is no assurance that the dates set forth in the Announcements will not change or that IBA or the FCA will not take further action that could impact the availability, composition or characteristics of this eventuality, public any London interbank offered rate. Public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify implement new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-then- current Benchmark is no longer available or in certain other circumstances set forth in Section 3.82.13(g), such Section 3.8 2.13(g) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower in advanceBorrowers, pursuant to Section 3.82.13(g), of any change to the reference rate upon which the interest rate on Eurodollar Advances and Floating Rate Advances (when determined by reference to clause (iii) of the definition of Alternate Base Rate) is based. However, the Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the administration of, submission of, calculation of or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Base Rate” or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.8, will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes.any

Rates; LIBOR Notification. The interest rate on Eurodollar Advances Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is may be determined by reference to USD LIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017On March 5, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes ), the administrator of the IBA setting the London interbank offered rate, and the Financial Conduct Authority (the “FCA”), the regulatory supervisor of IBA, announced in public statements (the “Announcements”) that the final publication or representativeness date for the London interbank offered rate for Dollars for: (a) 1-week and 2-month tenor settings will be December 31, 2021 and (b) overnight, 1-month, 3-month, 6-month and 12-month tenor settings will be June 30, 2023. No successor administrator for IBA was identified in such Announcements. As a result, it is possible that commencing in 2022immediately after such dates, the London interbank offered rate for such tenors may no longer be available or may no longer be deemed an appropriate a representative reference rate upon which to determine the interest rate on Eurodollar Advances Loans or Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate). In light There is no assurance that the dates set forth in the Announcements will not change or that IBA or the FCA will not take further action that could impact the availability, composition or characteristics of this eventuality, public any London interbank offered rate. Public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to identify implement new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 3.82.13(c), such Section 3.8 2.13(c) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will ​ ​ ​ ​ notify the Borrower in advance, pursuant to Section 3.82.13(c), of any change to the reference rate upon which the interest rate on Eurodollar Advances Loans and Floating Base Rate Advances Loans (when determined by reference to clause (iiic) of the definition of Alternate Base Rate) is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (iia) the continuation of, administration of, submission of, calculation of or any other matter related to the London interbank offered rate or other otherTerm SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition of “Eurodollar Base RateLIBOR” orthereof, or with respect to any alternative, comparable or successor rate thereto, or replacement rate thereof thereofthereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 3.82.13(c), will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other Benchmark, or have the same volume or liquidity as did did, the London interbank offered rate or any otherTerm SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (iiiib) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case, pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.