Common use of Replacing Other and Future Benchmarks Clause in Contracts

Replacing Other and Future Benchmarks. Upon (A) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Banks comprising the Majority Banks or (B) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect), (A) with respect to amounts denominated in Dollars, the Borrowers may revoke any request for a Borrowing of, Conversion to or continuation of Advances to be made, Converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ receipt of notice from the Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers will be deemed to have Converted any such request into a request for a Borrowing of or Conversion to Base Rate Advances and (B) with respect to amounts denominated in any Agreed Currency other than Dollars, the obligation of the Banks to make or maintain Advances referencing such Benchmark in the affected Agreed Currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), and any outstanding Advances in such Agreed Currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollars. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.

Replacing Other and Future Benchmarks. Upon (A) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting as follows. If such Benchmark Replacement is determined under clause (1) of the definition thereof, then, on the Benchmark Replacement Date therefor, such Benchmark Replacement will replace such Benchmark without any amendment to, or further action or consent of any other party to, this Agreement or any Loan Document as of such Benchmark Replacement Date. If such Benchmark Replacement is determined under clause (2) of the definition thereof, then such Benchmark Replacement will replace such Benchmark at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Banks comprising the Majority Banks or (B) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect), (A) with respect to amounts denominated in Dollars, the Borrowers may revoke any request for a Borrowing of, Conversion to or continuation of Advances to be made, Converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ receipt of notice from the Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers will be deemed to have Converted any such request into a request for a Borrowing of or Conversion to Base Rate Advances and (B) with respect to amounts denominated in any Agreed Currency other than Dollars, the obligation of the Banks to make or maintain Advances referencing such Benchmark in the affected Agreed Currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), and any outstanding Advances in such Agreed Currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollars. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.

Replacing Other and Future Benchmarks. Upon (A) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment 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, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks or (B) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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 DocumentRequired Lenders. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness and will not be restored (including, without limitation, any RFR then in effect)restored, (Ai) with respect to amounts denominated in U.S. Dollars, the Borrowers Company may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances Loans to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Company’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers Company will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances Loans and (Bii) with respect to amounts denominated in any Agreed Currency currency other than U.S. Dollars, the obligation of the Banks Lenders to make or maintain Advances Loans referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances loans in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.

Replacing Other and Future Benchmarks. Upon (Ai) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment 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, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks Required Lenders or (Bii) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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. At any time that the administrator of any the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored (including, without limitation, any RFR then in effect)restored, (Aa) with respect to amounts denominated in Dollars, the Borrowers Borrower may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances Loans to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, (i) with respect to amounts denominated in Dollars, the Borrowers Borrower will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Alternate Base Rate Advances Loans and (Bii) with respect to amounts denominated in any Agreed Currency currency other than Dollars, such request shall be deemed ineffective and (b) the obligation of the Banks Lenders to make or maintain Advances Loans referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), and any outstanding Advances in such Agreed Currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollars. During the period referenced in the foregoing sentence, the component (if a component any) of the Alternate Base Rate is based upon the Benchmark, such component Benchmark will not be used in any determination of the Alternate Base Rate.

Replacing Other and Future Benchmarks. Upon (Ai) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment 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, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks Required Lenders or (Bii) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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 DocumentAgreement. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ai) with respect to amounts denominated in Dollars, the Borrowers may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Borrower Representative’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Alternate Base Rate Advances and (Bii) with respect to amounts denominated in any Agreed Currency currency other than Dollars, the obligation of the Banks Lenders to make or maintain Advances referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances loans in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Alternate Base Rate is based upon the Benchmark, such component will not be used in any determination of the Alternate Base Rate.

Replacing Other and Future Benchmarks. Upon (Ai) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks without any amendment 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, written notice of objection to such Benchmark Replacement from Banks comprising the Majority Banks or (Bii) an Early Opt-in Effective Date with respect to an Other Rate Euro Early Opt-in Election, 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. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored (including, without limitation, any RFR then in effect)restored, (Ai) with respect to amounts denominated in Dollarsdollars, the Borrowers any Borrower may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances Loans to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Company’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers each Borrower will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances ABR Loans and (Bii) with respect to amounts denominated in any Agreed Currency other than Dollarseuros, the obligation of the Banks to make or maintain Advances Loans referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances loans in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Base Rate ABR is based upon the Benchmark, such component will not be used in any determination of the Base RateABR.

Replacing Other and Future Benchmarks. Upon (A) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such the then current Benchmark with respect to any Alternative Currency and Dollars, to the extent that USD LIBOR has been replaced as the Benchmark with respect to amounts denominated in Dollars, for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment 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, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks or (B) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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 DocumentRequired Lenders. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ai) with respect to amounts denominated in Dollars, the Borrowers Borrower may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances Loans to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers Borrower will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances ABR Loans and (Bii) with respect to amounts denominated in any Agreed Currency other than DollarsAlternative Currency, the obligation of the Banks Lenders to make or maintain Advances Loans referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances loans in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Alternate Base Rate is based upon the Benchmark, such component will not be used in any determination of the Alternate Base Rate.

Replacing Other and Future Benchmarks. Upon (Ai) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment 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, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks Required Lenders or (Bii) an Early Opt-Opt- in Effective Date with respect to an Other Rate Early Opt-in Election, 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 DocumentAgreement. At any time that the administrator of any then-then- current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ai) with respect to amounts denominated in Dollars, the Borrowers may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Borrower Representative’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Alternate Base Rate Advances and (Bii) with respect to amounts denominated in any Agreed Currency other than Dollars, the obligation of the Banks to make or maintain Advances referencing such Benchmark in the affected Agreed Currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), and any outstanding Advances in such Agreed Currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollars. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.currency other

Replacing Other and Future Benchmarks. Upon (A) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment 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, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks or (B) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect Required Lenders 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 Documenteach affected Class. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ax) with respect to amounts denominated in Dollars, the Borrowers Borrower may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances Loans to be made, Converted converted or continued that would bear interest by reference to such Benchmark |US-DOCS\126402975.16140630557.8|| until the Borrowers’ Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers Borrower will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances Loans and (By) with respect to amounts denominated in any Agreed Currency currency other than Dollars, the obligation of the Banks Lenders to make or maintain Advances Loans referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances loans in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.

Replacing Other and Future Benchmarks. Upon (Ai) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment 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, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks Required Lenders or (Bii) an Early Opt-Opt- in Effective Date with respect to an Other Rate Early Opt-in Election, 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 DocumentAgreement. At any time that the administrator of any then-then- current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ai) with respect to amounts denominated in Dollars, the Borrowers may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Borrower Representative’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Alternate Base Rate Advances and (Bii) with respect to amounts denominated in any Agreed Currency currency other than Dollars, the obligation of the Banks Lenders to make or maintain Advances referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances loans in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Alternate Base Rate is based upon the Benchmark, such component will not be used in any determination of the Alternate Base Rate.

Replacing Other and Future Benchmarks. Upon (A) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment 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, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks or (B) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect Required Lenders 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 Documenteach affected Class. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ax) with respect to amounts denominated in Dollars, the Borrowers Borrower may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances Loans to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers Borrower will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances Loans and (By) with respect to amounts denominated in any Agreed Currency currency other than Dollars, the obligation of the Banks Lenders to make or maintain Advances Loans referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances loans in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.

Replacing Other and Future Benchmarks. Upon (A) UponNotwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement will replace such the then current Benchmark with respect to any Alternative Currency and Dollars, to the extent that USD LIBOR has been replaced as the Benchmark with respect to amounts denominated in Dollars, for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m.. Any such amendment with respect to a Benchmark Transition Event will become effective 5:00 p.m. (New York City Time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document DocumentAdministrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement Replacementamendment from Banks Lenders comprising the Majority Banks or (B) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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 DocumentRequired Lenders. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ai) with respect to amounts denominated in Dollars, the Borrowers Borrower may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances Loans to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers Borrower will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances ABR Loans and (Bii) with respect to amounts denominated in any Agreed Currency other than DollarsAlternative Currency, the obligation of the Banks Lenders to make or maintain Advances Loans referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances loans in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Alternate Base Rate is based upon the Benchmark, such component will not be used in any determination of the Alternate Base RateXxxx.Xx replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.13(a) will occur prior to the applicable Benchmark Transition Start Date.

Replacing Other and Future Benchmarks. Upon (Ai) the occurrence of a Benchmark Transition Event, the the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment 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, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks Required Lenders or (Bii) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, ,. If 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 DocumentAgreement. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ai) with respect to amounts denominated in AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Dollars, the Borrowers may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Company’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances and (Bii) with respect to amounts denominated in any Agreed Currency currency other than Dollars, the obligation of the Banks Lenders to make or maintain Advances referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances loans in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollars. full.During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate. is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Replacing Other and Future Benchmarks. Upon (Ai) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment 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, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks Required Lenders or (Bii) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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 DocumentAgreement. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ai) with respect to amounts denominated in Dollars, the Borrowers may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Company’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Borrowers will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances and (Bii) with respect to amounts denominated in any Agreed Currency currency other than Dollars, the obligation of the Banks Lenders to make or maintain Advances referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances loans in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.

Replacing Other and Future Benchmarks. Upon (A) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment 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, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks or (B) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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 DocumentLenders. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Aa) with respect to amounts denominated in Dollars, the Borrowers Borrower may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers Borrower will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances and (Bb) with respect to amounts denominated in any Agreed Currency currency other than Dollars, the obligation of the Banks Lenders to make or maintain Advances referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.

Replacing Other and Future Benchmarks. Upon (Ai) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks Required Lenders or (Bii) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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 DocumentAgreement. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ai) with respect to amounts denominated in Dollars, the Borrowers Borrower may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Borrower’s receipt of notice from the Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers Borrower will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances and (Bii) with respect to amounts denominated in any Agreed Currency currency other than Dollars, the obligation of the Banks Lenders to make or maintain Advances referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances loans in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.

Replacing Other and Future Benchmarks. Upon (A) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Facility Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any USActive 55502425.1255502425.13 amendment to, or further action or consent of any other party to, this Agreement or any other Loan Facility Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks Required Lenders or (B) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Facility 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 Facility Document. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ax) with respect to amounts denominated in DollarsDollar, the Borrowers Borrower may revoke any request for a Borrowing of, Conversion to or continuation borrowing of Advances to be made, Converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers will be deemed to have Converted any such request into a request for a Borrowing Advances shall bear interest at the Base Rate. During the period referenced in the foregoing sentence, the component of or Conversion to Base Rate Advances based upon the Benchmark will not be used in any determination of the Base Rate and (By) with respect to amounts denominated in any Agreed Currency currency other than Dollars, the obligation of the Banks Lenders to make or maintain Advances referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Accrual Periods (as applicable)), and any outstanding Advances in such Agreed Currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollars. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.

Replacing Other and Future Benchmarks. Upon (A) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting as follows. If such Benchmark Replacement is determined under clause (1) of the definition thereof, then, on the Benchmark Replacement Date therefor, such Benchmark Replacement will replace such Benchmark without any amendment to, or further action or consent of any other party to, this Agreement or any Loan Document as of such Benchmark Replacement Date. If such Benchmark Replacement is determined under clause (2) of the definition thereof, then such Benchmark Replacement will replace such Benchmark at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Banks comprising the Majority Banks or (B) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect), (A) with respect to amounts denominated in Dollars, the Borrowers may revoke any request for a Borrowing of, Conversion to or continuation of Advances to be made, Converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ receipt of notice from the Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers will be deemed to have Converted any such request into a request for a Borrowing of or Conversion to Base Rate Advances and (B) with respect to amounts denominated in any Agreed Currency other than Dollars, the obligation of the Banks to make or maintain Advances referencing such Benchmark in the affected Agreed Currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), and any outstanding Advances in such Agreed Currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollars. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.. Caterpillar: Confidential Green

Replacing Other and Future Benchmarks. Upon (Ai) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks Required Lenders or (Bii) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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. At any time that the administrator of any then-then- current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ai) with respect to amounts denominated in Dollars, the Borrowers applicable Borrower may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Company’s receipt of notice from the Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers applicable Borrower will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances and (Bii) with respect to amounts denominated in any Agreed Currency currency other than Dollars, the obligation of the Banks Lenders to make or maintain Advances referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.

Replacing Other and Future Benchmarks. Upon (Ai) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment 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, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks Required Lenders or (Bii) an Early Opt-Opt- in Effective Date with respect to an Other Rate Early Opt-in Election, 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 DocumentAgreement. At any time that the administrator of any then-then- current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ai) with respect to amounts denominated in Dollars, the Borrowers may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Borrower Representative’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Alternate Base Rate Advances and (Bii) with respect to amounts denominated in any Agreed Currency currency other than Dollars, the obligation of the Banks Lenders to make or maintain Advances referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), and any outstanding Advances in such Agreed Currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollars. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.

Replacing Other and Future Benchmarks. Upon (Ai) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment 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, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks Required Lenders or (Bii) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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 DocumentAgreement. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored (including, without limitation, any RFR then in effect)restored, (A) with respect to amounts denominated in Dollars, the Borrowers Borrower may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing thatthat (1) with respect to amounts denominated in Dollars, the Borrowers Borrower will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances and (B2) with respect to amounts denominated in any Agreed Currency currency other than Dollars, such request shall be deemed ineffective and (B) the obligation of the Banks Lenders to make or maintain Advances referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances loans in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.

Replacing Other and Future Benchmarks. Upon (Ai) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. New York City time on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment 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, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks Required Lenders or (Bii) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ai) with respect to amounts denominated in Dollars, the Borrowers applicable Borrower may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances Loans to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers applicable Borrower will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances ABR Loans and (Bii) with respect to amounts denominated in any Agreed Currency currency other than Dollars, the obligation of the Banks Lenders to make or maintain Advances Loans referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances Loans in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Base Rate ABR is based upon the Benchmark, such component will not be used in any determination of the Base RateABR.

Replacing Other and Future Benchmarks. Upon (A) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment 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, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks or (B) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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 DocumentRequired Lenders. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Aa) with respect to amounts denominated in Dollars, the Borrowers applicable Borrower may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Howmet’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers applicable Borrower will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances and (Bb) with respect to amounts denominated in any Agreed Currency currency other than Dollars, the obligation of the Banks Lenders to make or maintain Advances referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.

Replacing Other and Future Benchmarks. Upon (Ai) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks Required Lenders or (Bii) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ai) with respect to amounts denominated in Dollars, the Borrowers applicable Borrower may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Company’s receipt of notice from the Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers applicable Borrower will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances and (Bii) with respect to amounts denominated in any Agreed Currency currency other than Dollars, the obligation of the Banks Lenders to make or maintain Advances referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.

Replacing Other and Future Benchmarks. Upon (Ax) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Managing Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks Required Lenders or (By) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ai) with respect to amounts denominated in Dollars, the Borrowers each Borrower may revoke any request for a Borrowing borrowing of, Conversion conversion to or continuation of Advances Loans to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Company’s receipt of notice from the Managing Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers each Borrower will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances ABR Loans and (Bii) with respect to amounts denominated in any Agreed Currency other than Dollars, the obligation of the Banks Lenders to make or maintain Advances Loans referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances Loans in such Agreed Currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Base Rate ABR is based upon the Benchmark, such component will not be used in any determination of the Base RateABR.

Replacing Other and Future Benchmarks. Upon (Ai) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks Lenders without any amendment 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, written notice of objection to such Benchmark Replacement from Banks Lenders comprising the Majority Banks Required Lenders or (Bii) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, 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 DocumentAgreement. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark (including, without limitation, any RFR then in effect) or such Benchmark has been announced by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored (including, without limitation, any RFR then in effect)restored, (Ai) with respect to amounts denominated in Dollars, the Borrowers may revoke any request for a Borrowing borrowing of, Conversion conversion to 364-DAY CREDIT AGREEMENT or continuation of Advances to be made, Converted converted or continued that would bear interest by reference to such Benchmark until the Borrowers’ Company’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrowers will be deemed to have Converted converted any such request into a request for a Borrowing borrowing of or Conversion conversion to Base Rate Advances and (Bii) with respect to amounts denominated in any Agreed Currency currency other than Dollars, the obligation of the Banks Lenders to make or maintain Advances referencing such Benchmark in the affected Agreed Currency currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)), ) and any outstanding Advances loans in such Agreed Currency currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full or Converted to a Base Rate Advance denominated in Dollarsfull. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.