Common use of Successor Adjusted LIBOR or LMIR Clause in Contracts

Successor Adjusted LIBOR or LMIR. (a) Notwithstanding anything to the contrary herein or in any other Transaction Document, if the Administrative Agent determines that a Benchmark Transition Event or an Early Opt-in Event has occurred with respect to Adjusted LIBOR or LMIR, the Administrative Agent and the Borrower may amend this Agreement to replace Adjusted LIBOR or LMIR, as applicable, with a Benchmark Replacement; and any such amendment will become effective at 5:00 p.m. New York City time on the fifth (5th) Business Day after the Administrative Agent has provided such proposed amendment to all Lenders, so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from the Majority Lenders. Until the Benchmark Replacement with respect to Adjusted LIBOR or LMIR, as applicable, is effective, each advance and renewal of a Loan bearing interest with reference to Adjusted LIBOR or LMIR, as applicable, will continue to bear interest with reference to Adjusted LIBOR or LMIR, as applicable; provided however, during a Benchmark Unavailability Period (i) any Loan pending selection of an Interest Rate at inception or upon the expiration of the related Tranche Period of a LIBOR Loan that has not yet gone into effect shall be deemed to be a selection of or renewal of the Base Rate with respect to such Loan, (ii) all outstanding Loans bearing interest under Adjusted LIBOR or LMIR shall automatically be converted to the Base Rate at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain such affected Loan under Adjusted LIBOR or LMIR, as applicable) and (iii) the component of the Base Rate based upon LMIR will not be used in any determination of the Base Rate. (b) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement, (ii) the effectiveness of any Benchmark Replacement Conforming Changes and (iii) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or the Lenders pursuant to this Section 5.06 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 5.06. (d) As used in this Section 5.06:

Successor Adjusted LIBOR or LMIR. (a) Notwithstanding anything to the contrary herein or in any other Transaction Document, if If the Administrative Agent determines in its reasonable discretion that a Benchmark Transition Event either (i) (A) the circumstances set forth in Section 5.04 have arisen and are unlikely to be temporary (the date of such occurrence, an “Inability or an Early Opt-Illegality Date”), or (B) the circumstances set forth in Event has occurred with respect to Section 5.04 have not arisen but the applicable supervisor or administrator (if any) of Adjusted LIBOR or LMIR, LMIR or a Governmental Authority having jurisdiction over the Administrative Agent and has made a public statement identifying the Borrower may amend this Agreement to replace specific date after which Adjusted LIBOR or LMIR shall no longer be used for determining interest rates for loans (such specific date identified in such public statement, an “Identified Date”; together with an Inability or Illegality Date, each, a “LIBOR Termination Date”), or (ii) a rate other than Adjusted LIBOR or LMIR, as applicable, with has become a Benchmark Replacement; widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent shall notify the Borrower, and any the Administrative Agent and the Borrower shall endeavor to promptly choose a replacement index for Adjusted LIBOR or LMIR, as applicable, and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in Interest based on the replacement index will be substantially equivalent to the all-in Interest based on Adjusted LIBOR or LMIR, as applicable, in effect prior to its replacement. (b) The Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the reasonable discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents (including, without limitation, Section 13.01), such amendment will shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. New York City time on the fifth (5th) Business Day after the Administrative Agent has date a draft of the amendment is provided such proposed amendment to all the Lenders, so long as unless the Administrative Agent has not receivedreceives, by on or before such timefifth (5th) Business Day, a written notice of objection to such amendment from the Majority Lenders. Until Lenders stating that such Majority Lenders object to such amendment. (c) Selection of the Benchmark Replacement replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with respect due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a rate based on Adjusted LIBOR or LMIR to a replacement index-based rate, and (ii) may also reflect adjustments to account for (A) the effects of the transition from Adjusted LIBOR or LMIR, as applicable, is effective, each advance to the replacement index and renewal of a Loan bearing interest with reference to (B) yield or risk-based differences between Adjusted LIBOR or LMIR, as applicable, and the replacement index. (d) Until an amendment reflecting a new replacement index in accordance with this Section 5.06 is effective, each Portion of Capital accruing Interest with reference to Adjusted LIBOR or LMIR will continue to bear interest with reference to Adjusted LIBOR or LMIR, as applicable; provided however, during a Benchmark Unavailability Period (i) any Loan pending selection of an Interest Rate at inception or upon that if the expiration of the related Tranche Period of Administrative Agent determines in its reasonable discretion that a LIBOR Loan Termination Date has occurred, then following the LIBOR Termination Date, each Portion of Capital that has not yet gone into effect shall be deemed would otherwise accrue Interest with reference to be a selection of or renewal of the Base Rate with respect to such Loan, (ii) all outstanding Loans bearing interest under Adjusted LIBOR or LMIR shall automatically be converted begin accruing Interest with reference to the Base Rate at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain until such affected Loan under Adjusted LIBOR or LMIR, time as applicable) an amendment reflecting a replacement index and (iii) the component of the Base Rate based upon LMIR will not be used in any determination of the Base Raterelated matters as described above is implemented. (be) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding Notwithstanding anything to the contrary herein or in contained herein, if at any other Transaction Documenttime the replacement index is less than zero, any amendments implementing at such Benchmark Replacement Conforming Changes will become effective without any further action or consent times, such index shall be deemed to be zero for purposes of any other party to this Agreement. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement, (ii) the effectiveness of any Benchmark Replacement Conforming Changes and (iii) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or the Lenders pursuant to this Section 5.06 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 5.06. (d) As used in this Section 5.06:

Successor Adjusted LIBOR or LMIR. (a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, if the Administrative Agent determines that a Benchmark Transition Event or an Early Opt-in Event has occurred with respect to Adjusted LIBOR or LMIRoccurred, the Administrative Agent and the Borrower may amend this Agreement to replace Adjusted LIBOR or LMIR, as applicable, LMIR with a Benchmark Replacement; and any such amendment will become effective atand its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to clause (y) below) of any other party to, this Agreement or any other Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” or clause (2) of the definition of “Benchmark Replacement Adjustment” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time time) on the fifth (5th) Business Day after the Administrative Agent has hasdate notice of such Benchmark Replacement is provided such proposed proposedto the Lenders without any amendment to all Lenders,, or further action or consent of any other party to, this Agreement or any other Transaction Document so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment amendmentBenchmark Replacement from Lenders comprising the Majority Lenders. Until the Benchmark Replacement with respect to Adjusted LIBOR or LMIR, as applicable, is effective, each advance advance, conversion and renewal of a Loan bearing interest with by reference to Adjusted LIBOR or LMIR, as applicable, LMIR will continue to bear interest with reference to Adjusted LIBOR or LMIRLMIR (as the case may be); provided, as applicable; provided however, that during a Benchmark Unavailability Period (i) any Loan pending selection of an Interest Rate at inception of, conversion to or upon the expiration of the related Tranche Period renewal of a Loan bearing interest by reference to Adjusted LIBOR Loan or LMIR that has not yet gone into effect shall be deemed to be a selection of of, conversion to or renewal of the Base Rate with respect to such Loan, and such Loan shall bear interest by reference to the Base Rate (rather than by reference to Adjusted LIBOR or LMIR), and (ii) all outstanding Loans bearing interest under by reference to Adjusted LIBOR or LMIR shall automatically be converted to bear interest by reference to the Base Rate at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain such affected Loan under bearing interest by reference to Adjusted LIBOR or LMIR, as applicable) and (iii) the component of the Base Rate based upon LMIR will not be used in any determination of the Base Rate). (b) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement, (ii) the effectiveness of any Benchmark Replacement Conforming Changes and (iii) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or the Lenders pursuant to this Section 5.06 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 5.06. (d) As used in this Section 5.06:

Successor Adjusted LIBOR or LMIR. (a) Notwithstanding anything to the contrary herein or in any other Transaction Document, if If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a Benchmark Transition Event either (a) (i) the circumstances set forth in Section 4.04 have arisen and are unlikely to be temporary, or an Early Opt-(ii) the circumstances set forth in Event has occurred with respect Section 4.04 have not arisen but the applicable supervisor or administrator (if any) of the interest rate used to calculate Adjusted LIBOR or LMIR, LMIR or a Governmental Authority having jurisdiction over the Administrative Agent and has made a public statement identifying the Borrower may amend this Agreement specific date after which the Adjusted LIBOR or LMIR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (b) a rate other than the interest rate used to replace calculate Adjusted LIBOR or LMIR, as applicable, with has become a Benchmark Replacement; and any such amendment will become effective at 5:00 p.m. New York City time on widely recognized benchmark rate for newly originated loans in Dollars in the fifth (5th) Business Day after U.S. market, then the Administrative Agent has provided such proposed amendment to all Lenders, so long as may (in consultation with the Administrative Agent has not received, by such time, written notice of objection to such amendment from Borrower) choose a replacement index for the Majority Lenders. Until the Benchmark Replacement with respect to Adjusted LIBOR or LMIR, as applicable, and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in Interest based on Adjusted LIBOR or LMIR in effect prior to its replacement. (b) In connection with a LIBOR Termination Date, the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents (including, without limitation, Section 12.01), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (New York City time) on the day ten (10) Business Days after the date a draft of the amendment is effectiveprovided to the Lenders, each advance unless the Administrative Agent receives, on or before the end of such ten (10) Business-Day period, a written notice from the Majority Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index, adjustments to the applicable margins, and renewal amendments to this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a Loan bearing rate based on the interest with reference rate used to calculate Adjusted LIBOR or LMIR to a replacement index-based rate, and (ii) may also reflect adjustments to account for (x) the effects of the transition from the interest rate used to calculate Adjusted LIBOR or LMIR, as applicable, to the replacement index and (y) yield- or risk-based differences between the interest rate used to calculate Adjusted LIBOR or LMIR, as applicable, and the replacement index. (d) Until an amendment reflecting a new replacement index in accordance with this Section 4.05 is effective, each advance, conversion and renewal of a Loan under Adjusted LIBOR or LMIR will continue to bear interest with reference to Adjusted LIBOR or LMIR, as applicable; provided however, during a Benchmark Unavailability Period that if the Administrative Agent determines (iwhich determination shall be final and conclusive, absent manifest error) any Loan pending selection of an Interest Rate at inception or upon the expiration of the related Tranche Period of that a LIBOR Loan Termination Date has occurred, then following the LIBOR Termination Date, each Portion of Capital that has not yet gone into effect shall be deemed would otherwise accrue Interest with reference to be a selection of or renewal of the Base Rate with respect to such Loan, (ii) all outstanding Loans bearing interest under Adjusted LIBOR or LMIR shall automatically be converted begin accruing Interest with reference to the Base Rate at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain until such affected Loan under Adjusted LIBOR or LMIR, time as applicable) an amendment reflecting a replacement index and (iii) the component of the Base Rate based upon LMIR will not be used in any determination of the Base Raterelated matters as described above is implemented. (be) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding Notwithstanding anything to the contrary herein or in contained herein, if at any other Transaction Documenttime the replacement index is less than zero, any amendments implementing at such Benchmark Replacement Conforming Changes will become effective without any further action or consent times, such index shall be deemed to be zero for purposes of any other party to this Agreement. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement, (ii) the effectiveness of any Benchmark Replacement Conforming Changes and (iii) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or the Lenders pursuant to this Section 5.06 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 5.06. (d) As used in this Section 5.06:

Successor Adjusted LIBOR or LMIR. (a) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (i) (A) the circumstances set forth in Section 5.04 have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 5.04 have not arisen but the applicable supervisor or administrator (if any) of Adjusted LIBOR or LMIR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which Adjusted LIBOR or LMIR shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than Adjusted LIBOR or LMIR, as applicable, has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the Borrower) choose a replacement index for Adjusted LIBOR or LMIR, as applicable, and make adjustments to applicable margins and related amendments to this Agreement 738120104 18569090 26 as referred to below such that, to the extent practicable, the all-in Interest based on the replacement index will be substantially equivalent to the all-in Interest based on Adjusted LIBOR or LMIR, as applicable, in effect prior to its replacement. (a) (b) TheBenchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, if upon the Administrative Agent determines that occurrence of a Benchmark Transition Event or an Early Opt-in Event has occurred with respect to Adjusted LIBOR or LMIRoccurred, the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents (including, without limitation, Section 14.01), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. New York City time on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such tenth (10th) Business Day, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. may amend this Agreement to replace Adjusted LIBOR or LMIR, as applicable, LMIR with a Benchmark Replacement; and any such amendment will become effective at 5:00 p.m. New York City time on the fifth (5th) Business Day after the Administrative Agent has provided such proposed amendment to all Lenders, so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Majority Lenders. Until the Benchmark Replacement with respect to Adjusted LIBOR or LMIR, as applicable, is effective, each advance advance, conversion and renewal of a Loan bearing interest with by reference to Adjusted LIBOR or LMIR, as applicable, LMIR will continue to bear interest with reference to Adjusted LIBOR or LMIR, as applicable; provided provided, however, that during a Benchmark Unavailability Period (i) any Loan pending selection of an Interest Rate at inception of, conversion to or upon the expiration of the related Tranche Period renewal of a Loan bearing interest by reference to Adjusted LIBOR Loan or LMIR, as applicable, that has not yet gone into effect may be revoked by the Borrower and if not so revoked, shall be deemed to be a selection of of, conversion to or renewal of of, (A) solely to the extent that PNC is a lender under the Credit Agreement at such time, the Credit Agreement Replacement Rate, if any, and, (B) otherwise, the Base Rate Rate, in each case, with respect to such Loan, and such Loan shall bear interest by reference to the Credit Agreement Replacement Rate or the Base Rate, as applicable (rather than by reference to Adjusted LIBOR or LMIR, as applicable), and (ii) all outstanding Loans bearing interest under by reference to Adjusted LIBOR or LMIR LMIR, as applicable, shall automatically be converted to bear interest by reference to, (A) solely to the extent that PNC is a lender under the Credit Agreement at such time, the Credit Agreement Replacement Rate, if any, and, (B) otherwise, the Base Rate at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain such affected Loan under bearing interest by reference to Adjusted LIBOR or LMIR, as applicable) and (iii) the component of the Base Rate based upon LMIR will not be used in any determination of the Base Rate). (b) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement, (ii) the effectiveness of any Benchmark Replacement Conforming Changes and (iii) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or the Lenders pursuant to this Section 5.06 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 5.06. (d) As used in this Section 5.06:

Successor Adjusted LIBOR or LMIR. (a) Notwithstanding anything to the contrary herein or in any other Transaction Document, if If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a Benchmark Transition Event either (i) (A) the circumstances set forth in Section 5.04 have arisen and are unlikely to be temporary, or an Early Opt-(B) the circumstances set forth in Event has occurred with respect to Section 5.04 have not arisen but the applicable supervisor or administrator (if any) of Adjusted LIBOR or LMIR, LMIR or a Governmental Authority having jurisdiction over the Administrative Agent and has made a public statement identifying the Borrower may amend this Agreement to replace specific date after which Adjusted LIBOR or LMIR shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than Adjusted LIBOR or LMIR, as applicable, has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the Borrower) choose a Benchmark Replacement; replacement index for Adjusted LIBOR or LMIR, as applicable, and any make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in Interest based on the replacement index will be substantially equivalent to the all-in Interest based on Adjusted LIBOR or LMIR, as applicable, in effect prior to its replacement. (b) The Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents (including, without limitation, Section 14.01), such amendment will shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. New York City time on the fifth tenth (5th10th) Business Day after the Administrative Agent has date a draft of the amendment is provided such proposed amendment to all the Lenders, so long as unless the Administrative Agent has not receivedreceives, by on or before such timetenth (10th) Business Day, a written notice of objection to such amendment from the Majority Lenders. Until Lenders stating that such Majority Lenders object to such amendment. (c) Selection of the Benchmark Replacement replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with respect due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a rate based on Adjusted LIBOR or LMIR to a replacement index-based rate, and (ii) may also reflect adjustments to account for (A) the effects of the transition from Adjusted LIBOR or LMIR, as applicable, is effective, each advance to the replacement index and renewal of a Loan bearing interest with reference to (B) yield- or risk-based differences between Adjusted LIBOR or LMIR, as applicable, and the replacement index. (d) Until an amendment reflecting a new replacement index in accordance with this Section 5.06 is effective, each Portion of Capital accruing Interest with reference to Adjusted LIBOR or LMIR will continue to bear interest with reference to Adjusted LIBOR or LMIR, as applicable; provided however, during a Benchmark Unavailability Period that if the Administrative Agent determines (iwhich determination shall be final and conclusive, absent manifest error) any Loan pending selection of an Interest Rate at inception or upon the expiration of the related Tranche Period of that a LIBOR Loan Termination Date has occurred, then following the LIBOR Termination Date, each Portion of Capital that has not yet gone into effect shall be deemed would otherwise accrue Interest with reference to be a selection of or renewal of the Base Rate with respect to such Loan, (ii) all outstanding Loans bearing interest under Adjusted LIBOR or LMIR shall automatically be converted begin accruing Interest with reference to the Base Rate at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain until such affected Loan under Adjusted LIBOR or LMIR, time as applicable) an amendment reflecting a replacement index and (iii) the component of the Base Rate based upon LMIR will not be used in any determination of the Base Raterelated matters as described above is implemented. (be) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding Notwithstanding anything to the contrary herein or in contained herein, if at any other Transaction Documenttime the replacement index is less than zero, any amendments implementing at such Benchmark Replacement Conforming Changes will become effective without any further action or consent times, such index shall be deemed to be zero for purposes of any other party to this Agreement. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement, (ii) the effectiveness of any Benchmark Replacement Conforming Changes and (iii) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or the Lenders pursuant to this Section 5.06 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 5.06. (d) As used in this Section 5.06:

Successor Adjusted LIBOR or LMIR. (a) Notwithstanding anything to the contrary herein or in any other Transaction Document, if If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a Benchmark Transition Event either (i) (A) the circumstances set forth in Section 4.04 have arisen and are unlikely to be temporary, or an Early Opt-(B) the circumstances set forth in Event has occurred with respect to Section 4.04 have not arisen but the applicable supervisor or administrator (if any) of Adjusted LIBOR or LMIR, LMIR or a Governmental Authority having jurisdiction over the Administrative Agent and has made a public statement identifying the Borrower specific date after which Adjusted LIBOR or LMIR shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than Adjusted LIBOR or LMIR has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may amend this Agreement to replace (in consultation with the Borrower) choose a replacement index for Adjusted LIBOR or LMIR, as applicable, with a Benchmark Replacement; and any make adjustments to applicable margins and related amendments to this Agreement as referred to below such amendment will become effective at 5:00 p.m. New York City time that, to the extent practicable, the all-in interest rate based on the fifth (5th) Business Day after replacement index will be substantially equivalent to the Administrative Agent has provided such proposed amendment to all Lenders, so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from the Majority Lenders. Until the Benchmark Replacement with respect to all-in Adjusted LIBOR LIBOR- or LMIR, as applicable, is effective, each advance and renewal of a Loan bearing -based interest with reference rate in effect prior to Adjusted LIBOR or LMIR, as applicable, will continue to bear interest with reference to Adjusted LIBOR or LMIR, as applicable; provided however, during a Benchmark Unavailability Period (i) any Loan pending selection of an Interest Rate at inception or upon the expiration of the related Tranche Period of a LIBOR Loan that has not yet gone into effect shall be deemed to be a selection of or renewal of the Base Rate with respect to such Loan, (ii) all outstanding Loans bearing interest under Adjusted LIBOR or LMIR shall automatically be converted to the Base Rate at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain such affected Loan under Adjusted LIBOR or LMIR, as applicable) and (iii) the component of the Base Rate based upon LMIR will not be used in any determination of the Base Rateits replacement. (b) In connection with The Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the reasonable discretion of the Administrative Agent, for the implementation and administration of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding replacement index-based rate. Notwithstanding anything to the contrary herein in this Agreement or in any the other Transaction DocumentDocuments (including, any amendments implementing without limitation, Section 13.01), such Benchmark Replacement Conforming Changes will amendment shall become effective without any further action or consent of any other party to this AgreementAgreement at 5:00 p.m. New York City time on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Lenders and the Group Agents, unless the Administrative Agent receives, on or before such tenth (10th) Business Day, a written notice from the Majority Group Agents stating that the Majority Group Agents object to such amendment. (c) The Administrative Agent will promptly notify Selection of the Borrower replacement index, adjustments to the applicable margins, and the Lenders of amendments to this Agreement (i) will be determined with due consideration to the implementation then-current market practices for determining and implementing a rate of any Benchmark Replacementinterest for newly originated loans in the United States and loans converted from an Adjusted LIBOR- or LMIR-based rate to a replacement index-based rate, and (ii) may also reflect adjustments to account for (x) the effectiveness effects of any Benchmark Replacement Conforming Changes the transition from Adjusted LIBOR or LMIR to the replacement index and (iiiy) yield- or risk-based differences between Adjusted LIBOR or LMIR and the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or the Lenders pursuant to this Section 5.06 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 5.06replacement index. (d) As used Until an amendment reflecting a new replacement index in accordance with this Section 5.06:4.06(a) is effective, each advance, conversion and renewal of a Loan under Adjusted LIBOR or LMIR will continue to bear interest with reference to Adjusted LIBOR or LMIR; provided however, that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a LIBOR Termination Date has occurred, then following the LIBOR Termination Date, all Loans as to which Adjusted LIBOR or LMIR would otherwise apply shall automatically be converted to the Base Rate until such time as an amendment reflecting a replacement index and related matters as described above is implemented. (e) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.

Successor Adjusted LIBOR or LMIR. (a) Notwithstanding anything to the contrary herein or in any other Transaction Document, if If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a Benchmark Transition Event either (i) (A) the circumstances set forth in Section 5.04 have arisen and are unlikely to be temporary, or an Early Opt-(B) the circumstances set forth in Event has occurred with respect to Section 5.04 have not arisen but the applicable supervisor or administrator (if any) of Adjusted LIBOR or LMIR, LMIR or a Governmental Authority having jurisdiction over the Administrative Agent and has made a public statement identifying the Borrower may amend this Agreement to replace specific date after which Adjusted LIBOR or LMIR shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than Adjusted LIBOR or LMIR, as applicable, with has become a Benchmark Replacement; and any such amendment will become effective at 5:00 p.m. New York City time on widely recognized benchmark rate for newly originated loans in Dollars in the fifth (5th) Business Day after U.S. market, then the Administrative Agent has provided such proposed amendment to all Lenders, so long as may (in consultation with the Administrative Agent has not received, by such time, written notice of objection to such amendment from the Majority Lenders. Until the Benchmark Replacement with respect to Borrowers) choose a replacement index for Adjusted LIBOR or LMIR, as applicable, is effectiveand make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, each advance and renewal of a Loan bearing interest with reference to the extent practicable, the all-in Interest based on the replacement index will be substantially equivalent to the all-in Interest based on Adjusted LIBOR or LMIR, as applicable, will continue in effect prior to bear interest with reference to Adjusted LIBOR or LMIR, as applicable; provided however, during a Benchmark Unavailability Period (i) any Loan pending selection of an Interest Rate at inception or upon the expiration of the related Tranche Period of a LIBOR Loan that has not yet gone into effect shall be deemed to be a selection of or renewal of the Base Rate with respect to such Loan, (ii) all outstanding Loans bearing interest under Adjusted LIBOR or LMIR shall automatically be converted to the Base Rate at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain such affected Loan under Adjusted LIBOR or LMIR, as applicable) and (iii) the component of the Base Rate based upon LMIR will not be used in any determination of the Base Rateits replacement. (b) In connection with The Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding replacement index-based rate. Notwithstanding anything to the contrary herein in this Agreement or in any the other Transaction DocumentDocuments (including, any amendments implementing without limitation, Section 14.01), such Benchmark Replacement Conforming Changes will amendment shall become effective without any further action or consent of any other party to this AgreementAgreement at 5:00 p.m. New York City time on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such tenth (10th) Business Day, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. (c) The Administrative Agent will promptly notify Selection of the Borrower replacement index, adjustments to the applicable margins, and the Lenders of amendments to this Agreement (i) will be determined with due consideration to the implementation then-current market practices for determining and implementing a rate of any Benchmark Replacementinterest for newly originated loans in the United States and loans converted from a rate based on Adjusted LIBOR or LMIR to a replacement index-based rate, and (ii) may also reflect adjustments to account for (A) the effectiveness effects of any Benchmark Replacement Conforming Changes the transition from Adjusted LIBOR or LMIR, as applicable, to the replacement index and (iiiB) the commencement of any Benchmark Unavailability Period. Any determination, decision yield- or election that may be made by the Administrative Agent risk-based differences between Adjusted LIBOR or the Lenders pursuant to this Section 5.06 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each caseLMIR, as expressly required pursuant to this Section 5.06applicable, and the replacement index. (d) As used in this Section 5.06:

Successor Adjusted LIBOR or LMIR. (a) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (i) (A) the circumstances set forth in Section 5.04 have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 5.04 have not arisen but the applicable supervisor or administrator (if any) of Adjusted LIBOR or LMIR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which Adjusted LIBOR or LMIR shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than Adjusted LIBOR or LMIR, as applicable, has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the Borrowers) choose a replacement index for Adjusted LIBOR or LMIR, as applicable, and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all in Interest based on the replacement index will be substantially equivalent to the all in Interest based on Adjusted LIBOR or LMIR, as applicable, in effect prior to its replacement. (b) The Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index based rateBenchmark Replacement. Notwithstanding anything to the contrary herein in this Agreement or the other Transaction Documents (including, without limitation, Section 14.01), such amendment shall become effective without any further action or consent of any other party to this Agreementherein or in any other Transaction Document, if the Administrative Agent determines that a Benchmark Transition Event or an Early Opt-in Event has occurred with respect to Adjusted LIBOR or LMIRoccurred, the Administrative Agent and the Borrower Borrowers may amend this Agreement to replace Adjusted LIBOR or LMIR, as applicable, LMIR with a Benchmark Replacement; and any such amendment will become effective at 5:00 p.m. New York City time on the fifth tenthfifth (5th105th) Business Day after the Administrative date a draft of theAdministrative Agent has provided such proposed amendment is provided to all xxxxxx Lenders, so unlessso long as the Administrative Agent has receives, on or before such tenth (10th) Business Day, ahas not received, by such time, written notice of from the Majority Lenders stating that such Majority Lenders objectof objection to such amendment from Lenders comprising the Majority Lenders. Until . (c) Selection of the Benchmark Replacement replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with respect due consideration to the then current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a rate based on Adjusted LIBOR or LMIR to a replacement index based rate, and (ii) may also reflect adjustments to account for (A) the effects of the transition from Adjusted LIBOR or LMIR, as applicable, is effective, each advance to the replacement index and renewal of a Loan bearing interest with reference to (B) yield or risk based differences between Adjusted LIBOR or LMIR, as applicable, and the replacement index.(d) Until an amendment reflecting a new replacement index in accordance with this Section 5.06 is effective, each Portion of Capital accruing Interest withUntil the Benchmark Replacement is effective, each advance, conversion and renewal of a Loan bearing interest by reference to Adjusted LIBOR or LMIR will continue to bear interest with reference to Adjusted LIBOR or LMIR, (as applicable; provided however, that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a LIBOR Termination Date has occurred, then following the LIBOR Termination Date, each Portion of Capital that would otherwise accrue Interest withthe case may be); provided, however, that during a Benchmark Unavailability Period (i) any Loan pending selection of an Interest Rate at inception of, conversion to or upon the expiration of the related Tranche Period renewal of a Loan bearing interest by reference to Adjusted LIBOR Loan or LMIR that has not yet gone into effect shall be deemed to be a selection of of, conversion to or renewal of the Base Rate with respect to such Loan, and such Loan shall bear interest by reference to the Base Rate (rather than by reference to Adjusted LIBOR or LMIR), and (ii) all outstanding Loans bearing interest under by reference to Adjusted LIBOR or LMIR shall automatically be begin accruing Interest withbe converted to bear interest by reference to the Base Rate at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain until such affected Loan under Adjusted LIBOR or LMIR, time as applicable) an amendment reflecting a replacement index and (iii) the component of the Base Rate based upon LMIR will not be used in any determination of the Base Raterelated matters as described above is implemented. . (b) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement, (ii) the effectiveness of any Benchmark Replacement Conforming Changes and (iii) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or the Lenders pursuant to this Section 5.06 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 5.06. (d) As used in this Section 5.06:

Successor Adjusted LIBOR or LMIR. (a) Notwithstanding anything to the contrary herein or in any other Transaction Document, if If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a Benchmark Transition Event either (i) (A) the circumstances set forth in Section 5.04 have arisen and are unlikely to be temporary, or an Early Opt-(B) the circumstances set forth in Event has occurred with respect to Section 5.04 have not arisen but the applicable supervisor or administrator (if any) of Adjusted LIBOR or LMIR, LMIR or a Governmental Authority having jurisdiction over the Administrative Agent and has made a public statement identifying the Borrower may amend this Agreement to replace specific date after which Adjusted LIBOR or LMIR shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than Adjusted LIBOR or LMIR, as applicable, has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the Borrowers) choose a Benchmark Replacement; replacement index for Adjusted LIBOR or LMIR, as applicable, and any make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in Interest based on the replacement index will be substantially equivalent to the all-in Interest based on Adjusted LIBOR or LMIR, as applicable, in effect prior to its replacement. (b) The Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents (including, without limitation, Section 14.01), such amendment will shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. New York City time on the fifth tenth (5th10th) Business Day after the Administrative Agent has date a draft of the amendment is provided such proposed amendment to all the Lenders, so long as unless the Administrative Agent has not receivedreceives, by on or before such timetenth (10th) Business Day, a written notice of objection to such amendment from the Majority Lenders. Until Lenders stating that such Majority Lenders object to such amendment. (c) Selection of the Benchmark Replacement replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with respect due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a rate based on Adjusted LIBOR or LMIR to a replacement index-based rate, and (ii) may also reflect adjustments to account for (A) the effects of the transition from Adjusted LIBOR or LMIR, as applicable, is effective, each advance to the replacement index and renewal of a Loan bearing interest with reference to (B) yield- or risk-based differences between Adjusted LIBOR or LMIR, as applicable, and the replacement index. (d) Until an amendment reflecting a new replacement index in accordance with this Section 5.06 is effective, each Portion of Capital accruing Interest with reference to Adjusted LIBOR or LMIR will continue to bear interest with reference to Adjusted LIBOR or LMIR, as applicable; provided however, during a Benchmark Unavailability Period that if the Administrative Agent determines (iwhich determination shall be final and conclusive, absent manifest error) any Loan pending selection of an Interest Rate at inception or upon the expiration of the related Tranche Period of that a LIBOR Loan Termination Date has occurred, then following the LIBOR Termination Date, each Portion of Capital that has not yet gone into effect shall be deemed would otherwise accrue Interest with reference to be a selection of or renewal of the Base Rate with respect to such Loan, (ii) all outstanding Loans bearing interest under Adjusted LIBOR or LMIR shall automatically be converted begin accruing Interest with reference to the Base Rate at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain until such affected Loan under Adjusted LIBOR or LMIR, time as applicable) an amendment reflecting a replacement index and (iii) the component of the Base Rate based upon LMIR will not be used in any determination of the Base Raterelated matters as described above is implemented. (be) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding Notwithstanding anything to the contrary herein or in contained herein, if at any other Transaction Documenttime the replacement index is less than zero, any amendments implementing at such Benchmark Replacement Conforming Changes will become effective without any further action or consent times, such index shall be deemed to be zero for purposes of any other party to this Agreement. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement, (ii) the effectiveness of any Benchmark Replacement Conforming Changes and (iii) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or the Lenders pursuant to this Section 5.06 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 5.06. (d) As used in this Section 5.06: