Common use of Alternate Rate of Interest Clause in Contracts

Alternate Rate of Interest. Subject to Section 2.27, if, prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14.

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanBorrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurocurrency Borrowing of the affected type (including Loans denominated in a particular currency, as applicable) shall be ineffective ineffective, and such Borrowing shall be converted to or continued as onof on the last day of the Interest Period applicable thereto as (A) if such Borrowing is denominated in Dollars, an ABR Revolving Borrowing, or (B) if such Borrowing is denominated in any other currency, a Revolving Borrowing bearing interest at such rate as the affected Lenders and the Borrower may agree adequately reflects the costs to such Lenders of making or maintaining their Loans (or, in the absence of such agreement, shall be repaid as of the last day of the current Interest Period applicable thereto), and (ii) if any Borrowing Request requests a EurocurrencySOFR BorrowingEurocurrency Revolving Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing (or such Borrowing shall not be made if the Borrower revokes (and in such circumstances, such Borrowing Request may be revoked notwithstanding any other provision of this Agreement) such Borrowing Request by telephonic notice, confirmed promptly in writing, not later than one Business Day prior to the proposed date of such Borrowing. During ) and (iii) any period request by a Borrower for a Eurocurrency Borrowing denominated in which a Market Disruption Event is in effect, Borrower may request currency other than Dollars shall be ineffective; provided that the Administrative Agent request the Required Lenders to confirm that if the circumstances giving rise to such notice affect only one type of Borrowings (for example, Loans having certain Interest Periods or denominated in a particular currency), then the Market Disruption Event continue to other types of Borrowing shall be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14permitted.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanBorrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the LIBO Rate or the LIBO RateTerm SOFR or Term SOFREURIBO Rate, as applicableapplicable (including because the applicable Screen Rate is not available or published on a current basis), for the applicable currency and such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate, the LIBO Rate or the LIBO RateTerm SOFR or Term SOFREURIBO Rate, as applicable, for the applicable currency and such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for the applicable currency and such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing made by reference to such rate shall be ineffective and (B) if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in dollars made by reference to such rate, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the LIBO Rate or the EURIBO Rate, as applicable, with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders of each Class; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders of each Class have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBO Rate or the EURIBO Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. (c) In connection with the implementation of a Benchmark Replacement, the Administrative Agent and the Borrower 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 Loan 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. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.14, 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 2.14. (e) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) any Interest Election Request that requests the conversion of any applicable Revolving Borrowing to, or continuation of any such Revolving Borrowing as, a EurocurrencySOFR Eurocurrency Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR BorrowingEurocurrency Revolving Borrowing denominated in dollars, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14.

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicableapplicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; time or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be converted to or continued as onof repaid on the last day of the then current Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. During . (b) Notwithstanding anything to the contrary herein or in any period other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in which a Market Disruption Event is in effectElection, Borrower may request that as applicable, the Administrative Agent request and the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event or any Early Opt-in Election will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment in connection with a Benchmark Transition Event containing any SOFR-Based Rate, the Lenders shall be entitled to confirm that the circumstances giving rise object only to the Market Disruption Event continue Benchmark Replacement Adjustment contained therein (if any). No replacement of LIBO Rate with a Benchmark Replacement will occur prior to be in effect; provided that the applicable Benchmark Transition Start Date. (Ac) In connection with the implementation of a Benchmark Replacement, the Administrative Agent and the Borrower shall not be permitted will have the right to submit any such request more than once make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any 30‑day period other Loan 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. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (Biv) nothing contained in the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.14 2.14, including any determination with respect to a tenor, rate or the failure to provide confirmation adjustment or of the continued effectiveness occurrence or non-occurrence of such Market Disruption Event shall 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 way affect the Administrative Agent’s or Required Lenders’ right other party hereto, except, in each case, as expressly required pursuant to provide any additional notices of a Market Disruption Event as provided in this Section 2.14. (e) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

Alternate Rate of Interest. Subject to Section 2.27(a) Other than as set forth in clause (b) below, if, at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowingany Term SOFR LoanBorrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term SOFR Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Term SOFR Rate or the LIBO RateTerm Term SOFR Rate (including because the Term SOFR Reference Rate is not available or Term SOFR, as applicablepublished on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that that, the Adjusted LIBO Term SOFR Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, telecopy, facsimile transmission or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.07 or a new Borrowing Request in accordance with the terms of Section 2.03, (i) any Interest Election Request that requests the conversion of any applicable Borrowing Revolving Loan to, or continuation of any such Borrowing Revolving Loan as, a EurocurrencySOFR Term SOFR Borrowing and any Borrowing Request that requests a Term SOFR Revolving Borrowing shall instead be ineffective and deemed to be an Interest Election Request or a Borrowing Request, as applicable, for an ABR Borrowing; provided that if the circumstances giving rise to such Borrowing notice affect only one Type of Borrowings, then all other Types of Borrowings shall be converted permitted. Furthermore, if any Term SOFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.14(a) with respect to the Adjusted Term SOFR Rate applicable to such Term SOFR Loan, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.07 or continued as onof a new Borrowing Request in accordance with the terms of Section 2.03, any Term SOFR Loan shall on the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Borrowingto such Loan, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that converted by the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower to, and shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14constitute an ABR Loan.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar or CDOR Rate Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) ), that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the CDOR Rate (including because the LIBO RateTerm SOFR Screen Rate or Term SOFRthe CDO Screen Rate, as applicable, is not available or published on a current basis) for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, CDOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and thereafter, but not later than 10:00 a.m. (London time, or in the case of a CDOR Rate Borrowing, New York City time) on the first day of such Interest Period, and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR an affected Eurodollar or CDOR Rate Borrowing shall be ineffective and such ineffective, (B) any affected Eurodollar Borrowing that is requested to be continued shall be converted to or an ABR Borrowing on the last day of the Interest Period applicable thereto, (C) any affected CDOR Rate Borrowing that is requested to be continued as onof shall be converted to a Canadian Prime Rate Borrowing on the last day of the Interest Period applicable thereto as an ABR Borrowing and (iiD) if any Borrowing Request requests an affected Eurodollar or CDOR Rate Borrowing, then, unless the applicable Borrower notifies the Administrative Agent by 2:00 p.m. (London time, or in the case of a EurocurrencySOFR CDOR Rate Borrowing, New York City time) on the date of such Borrowing that it elects not to borrow on such date, such Borrowing shall (1) in the case of a Borrowing denominated in US Dollars, be deemed a request for an ABR Borrowing or (2) in the case of a Borrowing denominated in Canadian Dollars, be deemed a request for a Canadian Prime Rate Borrowing. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and 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” with respect to US Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” with respect to US Dollars or CAD 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 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 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 Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, with respect to a Loan denominated in US Dollars, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Term SOFR Transition Event and may do so in its sole discretion. (d) 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 Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Adjusted LIBO Rate or the CDOR Rate) and either (a) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (b) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (a) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (b) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, any Borrower may revoke any request for a Borrowing of, conversion to or continuation of affected Eurodollar or CDOR Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, such Borrower will be deemed to have converted (x) any request for a Borrowing of, conversion to or continuation of affected Eurodollar Loans into a request for a Borrowing of or conversion to ABR BorrowingLoans and (y) any request for a Borrowing of, conversion to or continuation of affected CDOR Rate Loans into a request for a Borrowing of or conversion to Canadian Prime Rate Loans. During any period Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, (x) with respect to US Dollars, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in which any determination of ABR and (y) with respect to CAD, the component of the Canadian Prime Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Canadian Prime Rate. Furthermore, if any Eurodollar Loan or CDOR Rate Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Market Disruption Event Benchmark Unavailability Period with respect to the Adjusted LIBO Rate or the CDOR Rate, as applicable, then until such time as the applicable Benchmark Replacement is implemented pursuant to this Section 2.13, (i) in effectthe case of a Eurodollar Loan, Borrower may request that on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower to, and shall not be permitted to submit any such request more than once in any 30‑day period constitute, an ABR Loan and (Bii) nothing contained in this Section 2.14 the case of a CDOR Rate Loan, such Loan shall, on the last day of the Interest Period applicable to such Loan (or the failure to provide confirmation of the continued effectiveness of next succeeding Business Day if such Market Disruption Event day is not a Business Day), such Loan shall in any way affect be converted by the Administrative Agent’s or Required Lenders’ right to provide any additional notices of Agent to, and shall constitute, a Market Disruption Event as provided in this Section 2.14Canadian Prime Rate Loan.

Alternate Rate of Interest. Subject to Section 2.27In the event, ifand on each occasion, that prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan: Eurodollar Borrowing or the determination of the Benchmark LIBO Rate on any day (a) the Administrative Agent determines (which determination or the Deposit Bank, as applicable, shall be conclusive absent manifest error) have determined that adequate and reasonable means do not exist for ascertaining determining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Period or the Benchmark Transition Event shall have occurred at LIBO Rate for such time; or day or (b) the Administrative Agent or the Deposit Bank, as applicable, is advised by the Required Lenders reasonably and in good faith that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period or the Benchmark LIBO Rate for such day will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing or such Credit-Linked Deposit, as applicable, for such Interest Period (each of clauses (a) and (b)Period, a “Market Disruption Event”), then, then the Administrative Agent shall or the Deposit Bank, as applicable, shall, as soon as practicable thereafter, give written or fax notice thereof of such determination to the Borrower and the applicable Lenders by telephoneLenders. In the event of any such notice, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and until the Administrative Agent notifies or the Deposit Bank, as applicable, shall have advised the Borrower and the Lenders that the circumstances giving rise to such written or fax notice no longer exist, (i) any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing, (ii) any Interest Election Request Period election that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and such Borrowing (iii) the Credit-Linked Deposits shall be converted invested so as to or continued as onof earn a return equal to the last day greater of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests Federal Funds Effective Rate or a EurocurrencySOFR Borrowing, such Borrowing shall be made as an ABR Borrowingrate determined by the Deposit Bank in accordance with banking industry rules on interbank compensation. During any period in which a Market Disruption Event is in effect, Borrower may request that Each determination by the Administrative Agent request or the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in Deposit Bank, as applicable, under this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.142.08 shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto.

Alternate Rate of Interest. Subject to Section 2.27, if, If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanLIBO Rate Borrowing or for a BA Rate Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRBA Rate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRBA Loan Rate for such Interest Period, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Revolving Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall promptly give notice thereof to the Lead Borrower and the applicable Lenders by telephone, telephone or facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and and, until the Administrative Agent notifies the Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees promptly to do, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR LIBO Rate Borrowing or BA Rate Borrowing shall be ineffective and such Borrowing shall be converted to an ABR Borrowing, Canadian Base Rate Borrowing or continued Canadian Prime Rate Borrowing, as onof applicable (or, in the case of a pending request for a Borrowing denominated in any Alternate Currency, the Lead Borrower and the Lenders shall establish a mutually acceptable alternative rate) on the last day of the Interest Period applicable thereto as an ABR Borrowing thereto, and (ii) if any Borrowing Request requests a EurocurrencySOFR LIBO Rate Borrowing or BA Rate Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period , Canadian Base Rate Borrowing or Canadian Prime Rate Borrowing, as applicable (or, in which the case of a Market Disruption Event is in effect, Borrower may pending request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once for a Borrowing denominated in any 30‑day period Alternate Currency, the Lead Borrower and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event Lenders shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of establish a Market Disruption Event as provided in this Section 2.14mutually acceptable alternative rate).

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (a) the Administrative Agent determines in good faith (which determination shall be conclusive absent manifest error) that adequate and reasonable means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer existexist (which notification shall be given promptly after the Administrative Agent obtains notice from the Required Lenders of the cessation of such circumstances), (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. During Notwithstanding the foregoing, if at any period in which a Market Disruption Event is in effect, Borrower may request that time the Administrative Agent request determines (which determination shall be conclusive absent manifest error) that (1) the circumstances set forth in Section 2.14(a) have arisen and such circumstances are unlikely to be temporary or (2) the circumstances set forth in clause Section 2.14(a) have not arisen but the supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Parent Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate). Notwithstanding anything to the contrary in Section 10.02(b), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to confirm that such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances giving rise described in this clause (b), only to the Market Disruption Event continue extent the LIBO Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any request for the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (y) if any Borrowing Request requests a Eurodollar Loan, such Borrowing shall be made as an ABR Loan; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in zero for the purposes of this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14Agreement.

Alternate Rate of Interest. Subject to Section 2.27In the event, ifand on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LIBOR Loan: , the Bank shall have determined (a) the Administrative Agent determines (which determination shall be conclusive absent manifest errori) that adequate and reasonable means do dollar deposits in the amount of the requested principal amount of such LIBOR Loan are not exist for ascertaining generally available in the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRLondon Interbank Market, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for rate at which such Interest Period dollar deposits are being offered will not adequately and fairly reflect the cost to such Lenders the Bank of making or maintaining their Loans included in such Borrowing for LIBOR Loan during such Interest Period Period, or (each of clauses (aiii) and (b), a “Market Disruption Event”), thenthat reasonable means do not exist for ascertaining the LIBOR, the Administrative Agent shall Bank shall, as soon as practicable thereafter, give written or telex notice thereof of such determination to the Borrower and Borrower. In the applicable Lenders by telephoneevent of any such determination, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Borrowing shall no LIBOR Loans will be ineffective and such Borrowing made hereunder (ii) each outstanding LIBOR Loan shall be converted to or continued as onof into a Fluctuating Rate Loan on the last day of the then current Interest Period applicable thereto as an ABR Borrowing and (iiiii) if unless the Borrower notifies the Bank at least two Business Days prior to the date of any proposed borrowing of a LIBOR Loan for which a Notice of Borrowing Request requests a EurocurrencySOFR Borrowinghas previously been given that it elects not to borrow on such date, such Borrowing Loan shall instead be made as an ABR Borrowinga Fluctuating Rate Loan. During any period in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm Promptly upon becoming aware that the circumstances giving rise to such notice no longer exist, the Market Disruption Event continue Bank shall use its best efforts to be in effect; provided notify the Borrower that (A) Borrower shall not be permitted its obligation to submit any such request more than once in any 30‑day period make LIBOR Loans and (B) nothing contained in this Section 2.14 or the convert Loans into LIBOR Loans has been reinstated, but its failure to provide confirmation of do so shall impose no liability on the continued effectiveness of such Market Disruption Event Bank. Each determination by the Bank hereunder shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14be conclusive absent manifest error.

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanBorrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such timePeriod (in each case with respect to clause (a), the “Impacted Loans”); or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile telephone or telecopy or transmission or PDF attachment to an email by electronic communication in accordance with Section 9.01 as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Revolving Borrowing to, or continuation of any such Revolving Borrowing as, a EurocurrencySOFR Eurocurrency Borrowing shall be ineffective and such Revolving Borrowing shall be converted to or continued as onof on the last day of the Interest Period applicable thereto (A) if such Revolving Borrowing is denominated in Dollars, as a Base Rate Borrowing, or (B) if such Revolving Borrowing is denominated in an ABR Alternative Currency, as a Revolving Borrowing bearing interest at such rate as the Administrative Agent and the Borrower may agree adequately reflects the costs to the Lenders of making or maintaining their Loans (or, in the absence of such agreement, such Revolving Borrowing shall be repaid as of the last day of the current Interest Period applicable thereto), (ii) if any Borrowing Request requests a EurocurrencySOFR BorrowingEurocurrency Revolving Borrowing denominated in Dollars, such Borrowing shall be made as a Base Rate Borrowing (or such Revolving Borrowing shall not be made if the Borrower revokes (and, in such circumstances, such Borrowing Request may be revoked notwithstanding any other provision of this Agreement) by telephone, confirmed promptly in writing, not later than one Business Day prior to the proposed date of such Borrowing) and (iii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in an ABR Borrowing. During any period in which Alternative Currency, such Borrowing shall be made as a Market Disruption Event is in effect, Borrower may request that Revolving Borrowing bearing interest at such rate as the Administrative Agent request and the Borrower may agree adequately reflects the costs to the Lenders of making or maintaining their Loans or, in the absence of such agreement, such Borrowing Request shall be automatically revoked notwithstanding any other provision of this Agreement. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this section, the Administrative Agent, in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to confirm such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the circumstances giving rise authority of such Lender to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit do any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect foregoing and provides the Administrative Agent and the Borrower written notice thereof. Upon the Administrative Agent’s election to establish an alternative rate of interest pursuant to this paragraph, the Borrower may revoke any pending request for a Borrowing of, conversion to or Required Lenders’ right continuation of Eurocurrency Loans in the affected currency or currencies (to provide the extent of the affected Eurocurrency Rate Loans or Interest Periods) without payment of any additional notices amount specified in Section 2.15, provided that such repayment is effected promptly upon receipt of a Market Disruption Event as provided in this Section 2.14such notice.

Alternate Rate of Interest. Subject to Section 2.27, if, prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan: (a) If fewer than two Reference Banks furnish timely information to the Administrative Agent determines (which determination for determining the Eurodollar Rate for any Eurodollar Rate Advances or the Adjusted CD Rate for any Adjusted CD Rate Advances comprising any requested Borrowing, the Administrative Agent will notify the Banks and the Borrower thereof, and the right of the Borrower to select Advances of such Type for such Borrowing or any subsequent Borrowing shall be conclusive absent manifest errorsuspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and (i) that adequate any request by the Borrower for a Eurodollar Rate Auction Advance shall be of no force and reasonable means do not exist effect and shall be denied by the Administrative Agent and (ii) unless the Borrower shall withdraw its request for ascertaining such Advance by notice to the Administrative Agent, any request by the Borrower for a Eurodollar Rate Contract Advance or an Adjusted LIBO CD Rate or the LIBO RateTerm SOFR or Term SOFRAdvance, as applicablethe case may be, shall be deemed to be a request for such Interest Periodan Alternate Base Rate Advance; provided that no Benchmark Transition Event shall have occurred at such time; orand (b) If the Majority Banks shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Rate for any Eurodollar Rate Advances or the LIBO RateTerm SOFR or Term SOFR, as applicable, Adjusted CD Rate for any Adjusted CD Rate Advances comprising such Interest Period Borrowing will not adequately and fairly reflect the cost to such Lenders Banks of making or maintaining funding their Loans included in such Borrowing respective Advances for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), thenBorrowing, the Administrative Agent will notify the Banks and the Borrower thereof, and the right of the Borrower to select Advances of such Type for such Borrowing or any subsequent Borrowing shall give notice thereof to be suspended until the Administrative Agent shall notify the Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and until the Administrative Agent notifies the Borrower and the Lenders Banks that the circumstances giving rise to causing such notice suspension no longer exist, and (i) any Interest Election Request that requests request by the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, Borrower for a EurocurrencySOFR Borrowing Eurodollar Rate Auction Advance shall be ineffective of no force and such Borrowing effect and shall be converted to or continued as onof denied by the last day of the Interest Period applicable thereto as an ABR Borrowing Administrative Agent and (ii) if any Borrowing Request requests a EurocurrencySOFR Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that unless the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted withdraw its request for such Advance by notice to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s , any request by the Borrower for a Eurodollar Rate Contract Advance or Required Lenders’ right an Adjusted CD Rate Advance, as the case may be, shall be deemed to provide any additional notices of be a Market Disruption Event as provided in this Section 2.14request for an Alternate Base Rate Advance.

Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.272.11, if, prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Term SOFR Rate (including because the Term SOFR Reference Rate is not available or the LIBO RateTerm SOFR or Term SOFR, as applicablepublished on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted LIBO Term SOFR Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.05 or a new Committed Loan Notice in accordance with the terms of Section 2.03, (i) any Interest Election Request that requests the conversion of any applicable Revolving Borrowing to, or continuation of any such Revolving Borrowing as, a EurocurrencySOFR Term Benchmark Borrowing and any Committed Loan Notice that requests a Term Benchmark Revolving Borrowing shall instead be deemed to be an Interest Election Request or a Committed Loan Notice, as applicable, for an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowing, then all other Types of Borrowing shall be ineffective permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.11(a) with respect to a Benchmark applicable to such Term Benchmark Loan, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such Borrowing notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.05 or a new Committed Loan Notice in accordance with the terms of Section 2.03, any Term Benchmark Loan shall be converted to or continued as onof on the last day of the Interest Period applicable thereto as to such Loan, be converted by the Administrative Agent to, and shall constitute, an ABR Borrowing Loan, on such day. (b) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.11), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (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 Loan Document in respect of any 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 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 Lenders comprising the Required Lenders of each affected Class. (c) Notwithstanding anything to the contrary herein or in any other Loan Document, 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 Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.11, 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing Request requests of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a EurocurrencySOFR Borrowing, such Term Benchmark Borrowing shall be made as into a request for a Borrowing of or conversion to an ABR Borrowing. During any period Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in which any determination of ABR. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Market Disruption Event Benchmark Unavailability Period with respect to a Benchmark applicable to such Term Benchmark Loan, then until such time as a Benchmark Replacement is in effectimplemented pursuant to this Section 2.11, Borrower may request that any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower to, and shall not be permitted to submit any constitute, an ABR Loan, on such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14day.

Alternate Rate of Interest. (a) Subject to clauses (b) (c), (d), (e), (f) and (g) of this Section 2.272.14, if, prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan: (ai) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR Rate (including because the LIBO Screen Rate is not available or Term SOFR, as applicablepublished on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Term Benchmark Borrowing shall be ineffective and any such Term Benchmark Borrowing shall be repaid or converted to or continued as onof into an ABR Borrowing on the last day of the then current Interest Period applicable thereto as an ABR Borrowing and (iiB) if any Borrowing Request requests a EurocurrencySOFR Term Benchmark Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request ; provided that the Administrative Agent request the Required Lenders to confirm that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. (b) Notwithstanding anything to the Market Disruption Event continue contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.14), if a Benchmark Transition Event, an Early Opt-in effectElection, or an Other Benchmark Rate Election as applicable, and 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) 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 Loan Document in respect of any 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 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 Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that that, this clause (Ac) Borrower shall not be permitted effective unless the Administrative Agent has delivered to submit any such request more than once the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Term SOFR Transition Event and may do so in its sole discretion. (d) 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 30‑day period other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, an Early Opt-in Election, or an Other Benchmark Rate Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (Bv) nothing contained in the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14 2.14, including any determination with respect to a tenor, rate or the failure to provide confirmation adjustment or of the continued effectiveness occurrence or non-occurrence of such Market Disruption Event shall an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any way affect the Administrative Agent’s other party to this Agreement or Required Lenders’ right any other Loan Document, except, in each case, as expressly required pursuant to provide any additional notices of a Market Disruption Event as provided in this Section 2.14. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR, LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Alternate Rate of Interest. (a) Subject to Section 2.27clauses (b), if(c), (d), (e), (f) and (g) of this Subsection 1.5, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany Term SOFR Loan: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Term SOFR Rate or the LIBO RateTerm Term SOFR or Term SOFRRate, as applicableapplicable (including because the Term SOFR Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Term SOFR Rate or the LIBO RateTerm Term SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Representative and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request that requests the conversion of request to convert any applicable Borrowing Loan to, or continuation of any such Borrowing Loan as, a EurocurrencySOFR Borrowing Term SOFR Loan shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (iiB) if any Borrowing Request borrowing request requests a EurocurrencySOFR BorrowingTerm SOFR Loan, such Borrowing Loan shall be made as an ABR BorrowingLoan. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any 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 by the Administrative Agent to the Lenders and the Borrower Representative without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (other than as set forth in the definition of “Benchmark Replacement”) so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document, 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 Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document (other than as set forth in the definition of “Benchmark Replacement”). (d) The Administrative Agent will promptly notify the Borrower Representative and the Lenders (and in any event within five Business Days) of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, the Borrower Representative or any Lender (or group of Lenders) pursuant to this Subsection 1.5, 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Subsection 1.5. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term SOFR Loan borrowing of, conversion to or continuation of Term SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any period Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in which a Market Disruption Event is in effect, Borrower may request that the any determination of ABR. (g) The Administrative Agent request the Required Lenders to confirm that the circumstances giving rise and, to the Market Disruption Event continue to be extent any other party hereto shall have any consent or consultation right in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation respect of the continued effectiveness selection of such Market Disruption Event Benchmark Replacement, each such applicable party shall use commercially reasonable efforts to satisfy any applicable Internal Revenue Service guidance, including Proposed Treasury Regulation 1.1001-6 and any future guidance, to the effect that a Benchmark Replacement will not result in a deemed exchange for U.S. federal income tax purposes of any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in Loan under this Section 2.14Agreement.

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing: (i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicableapplicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; time or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be converted to or continued as onof repaid on the last day of the then current Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. During . (b) Notwithstanding anything to the contrary herein or in any period other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in which a Market Disruption Event is in effectElection, Borrower may request that as applicable, the Administrative Agent request and the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event or any Early Opt-in Election will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment in connection with a Benchmark Transition Event containing any SOFR-Based Rate, the Lenders shall be entitled to confirm that the circumstances giving rise object only to the Market Disruption Event continue Benchmark Replacement Adjustment contained therein (if any). No replacement of LIBO Rate with a Benchmark Replacement will occur prior to be in effect; provided that the applicable Benchmark Transition Start Date. (Ac) In connection with the implementation of a Benchmark Replacement, the Administrative Agent and the Borrower shall not be permitted will have the right to submit any such request more than once make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any 30‑day period other Loan 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. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (Biv) nothing contained in the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.14 2.14, including any determination with respect to a tenor, rate or the failure to provide confirmation adjustment or of the continued effectiveness occurrence or non-occurrence of such Market Disruption Event shall 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 way affect the Administrative Agent’s or Required Lenders’ right other party hereto, except, in each case, as expressly required pursuant to provide any additional notices of a Market Disruption Event as provided in this Section 2.14. (e) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing.

Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d) and (e) of this Section 2.27, if, prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan2.18: (ai) the The Administrative Agent determines (which determination shall be conclusive absent manifest error) at any time, that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term Daily Simple SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the The Administrative Agent is advised by the Required Lenders that the at any time, Adjusted LIBO Rate or the LIBO RateTerm Daily Simple SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, bearing interest by reference to Adjusted Daily Simple SOFR; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist with respect to the relevant Benchmark, the Loans shall bear interest at the Alternate Base Rate. (ib) Notwithstanding anything to the contrary herein or in any Interest Election Request that requests other Basic Document (and any Hedge Agreement shall be deemed not to be a “Basic Document” for purposes of this Section 2.18), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the conversion Reference Time in respect of any applicable Borrowing setting of the then-current Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Basic Document in respect of any 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 Lenders and the Borrower without any amendment to, or continuation further action or consent of any such Borrowing asother party to, a EurocurrencySOFR Borrowing shall be ineffective and such Borrowing shall be converted to this Agreement or continued any other Basic Document so long as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders to confirm that the circumstances giving rise of each affected Class. (c) Notwithstanding anything to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once contrary herein or in any 30‑day period other Basic Document, 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 Basic Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Basic Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (a) any occurrence of a Benchmark Transition Event, (b) the implementation of any Benchmark Replacement, (c) the effectiveness of any Benchmark Replacement Conforming Changes, and (Bd) nothing contained in the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14 2.18, including any determination with respect to a tenor, rate or the failure to provide confirmation adjustment or of the continued effectiveness occurrence or non-occurrence of such Market Disruption Event shall an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any way affect other party to this Agreement or any other Basic Document, except, in each case, as expressly required pursuant to this Section 2.18. (e) Upon the Administrative AgentBorrower’s or Required Lenders’ right to provide any additional notices receipt of notice of the commencement of a Market Disruption Event as provided in this Section 2.14Benchmark Unavailability Period, and at all times during the continuation of a Benchmark Unavailability Period, the Loans will bear interest at the Alternate Base Rate.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowingany Term SOFR LoanBorrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm Term SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm Term SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, telephone or facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and (but at least two Business Days prior to the first day of such Interest Period) and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees promptly to do, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Term SOFR Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof an ABR Borrowing on the last day of the Interest Period applicable thereto as an ABR Borrowing thereto, and (ii) if any Borrowing Request requests a EurocurrencySOFR Term SOFR Borrowing, such Borrowing shall be made as an ABR Borrowing. During . (b) Notwithstanding anything to the contrary herein or in any period other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in which accordance with clause (a) 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Market Disruption Event Benchmark Replacement is determined in effectaccordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, Borrower may request that such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any 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 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 request has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders Lenders. (c) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to confirm that the circumstances giving rise make Conforming Changes from time to time and, notwithstanding anything to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once contrary herein or in any 30‑day period other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (Bv) nothing contained in the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14 2.14, including any determination with respect to a tenor, rate or the failure to provide confirmation adjustment or of the continued effectiveness occurrence or non-occurrence of such Market Disruption Event shall an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any way affect the Administrative Agent’s other party to this Agreement or Required Lenders’ right any other Loan Document, except, in each case, as expressly required pursuant to provide any additional notices of a Market Disruption Event as provided in this Section 2.14. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term SOFR Borrowing of, conversion to or continuation of Term SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.272.18, if, prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted LIBO Rate or the LIBO RateTerm Term SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that at any time, the applicable Adjusted LIBO Rate or the LIBO RateTerm Term SOFR or Term SOFR, as applicable, for such Interest Period SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Borrowing; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist with respect to the relevant Benchmark, the Loans shall bear interest at the Alternate Base Rate. (b) Notwithstanding anything to the contrary herein or in any other Basic Document (and any Hedging Agreements shall be deemed not to be a “Basic Document” for purposes of this Section 2.18), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Basic Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Basic Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Basic Document, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Basic Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Basic Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.18(f), and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender pursuant to this Section 2.18, 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 or any selection, 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 to this Agreement or any other Basic Document, except, in each case, as expressly required pursuant to this Section 2.18. (e) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, and at all times during the continuation of a Benchmark Unavailability Period, the Loans will bear interest at the Alternate Base Rate. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate. (f) Notwithstanding anything to the contrary herein or in any other Basic Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of ‘Interest Election Request that requests the conversion of Period’ for any applicable Borrowing to, Benchmark settings at or continuation of any after such Borrowing as, a EurocurrencySOFR Borrowing shall be ineffective and time to remove such Borrowing shall be converted to unavailable or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing non-representative tenor and (ii) if any Borrowing Request requests a EurocurrencySOFR Borrowingtenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, such Borrowing shall or is no longer, subject to an announcement that it is or will no longer be made as an ABR Borrowing. During any period in which representative for a Market Disruption Event is in effectBenchmark (including a Benchmark Replacement), Borrower may request that then the Administrative Agent request may modify the Required Lenders definition of ‘Interest Period’ for all Benchmark settings at or after such time to confirm reinstate such previously removed tenor. (g) In the event of the conversion of any Loan to bear interest at the Alternate Base Rate other than on the Distribution Date therefor then, in any such event, the Borrower shall compensate each Lender for any reasonable and documented out-of-pocket loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that the circumstances giving rise such Lender is entitled to receive pursuant to this Section 2.18 shall be delivered to the Market Disruption Event continue to Borrower and shall be in effect; provided that (A) conclusive absent demonstrable error. The Borrower shall not be permitted to submit pay such Lender the amount shown as due on any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14certificate within 10 Business Days after receipt thereof.

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) Agent, acting in good faith and in its reasonable discretion, that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBO LIBOR Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Revolving Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give written notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period Notwithstanding anything contained herein to the contrary, in which a Market Disruption Event is in effect, Borrower may request the event that the Administrative Agent request shall have determined (which determination shall be final and conclusive and binding upon all parties hereto) that there exists, at such time, a broadly accepted market convention for determining a rate of interest for syndicated loans in the United States in lieu of the Adjusted LIBOR Rate and such determination is reasonably acceptable to Borrower, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 11.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders to confirm stating that the circumstances giving rise Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but only to the Market Disruption Event continue extent the Adjusted LIBOR Rate for the applicable Interest Period is not available or published at such time on a current basis), (x) no Revolving Loans may be made as, or converted to, Eurodollar Revolving Loans, and (y) any Borrowing Request given by Borrower with respect to Eurodollar Revolving Loans shall be deemed to be in effect; provided that (A) Borrower shall not be permitted to submit any such a request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14for an ABR Borrowing.

Alternate Rate of Interest. Subject to Section 2.27, if, prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan: (a) If fewer than two Reference Banks furnish timely information to the Administrative Agent determines (which determination for determining the Eurodollar Rate for any Eurodollar Rate Advances or the Adjusted CD Rate for any Adjusted CD Rate Advances comprising any requested Borrowing, the Administrative Agent will notify the Banks and the Borrower thereof, and the right of the Borrower to select Advances of such Type for such Borrowing or any subsequent Borrowing shall be conclusive absent manifest errorsuspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and (i) that adequate any request by the Borrower for a Eurodollar Rate Auction Advance shall be of no force and reasonable means do not exist effect and shall be denied by the Administrative Agent and (ii) unless the Borrower shall withdraw its request for ascertaining such Advance by notice to the Administrative Agent, any request by the Borrower for a Eurodollar Rate Contract Advance or an Adjusted LIBO CD Rate or the LIBO RateTerm SOFR or Term SOFRAdvance, as applicablethe case may be, shall be deemed to be a request for such Interest Periodan Alternate Base Rate Advance; provided that no Benchmark Transition Event shall have occurred at such time; orand (b) If Banks having more than 50% of the Commitments shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Rate for any Eurodollar Rate Advances or the LIBO RateTerm SOFR or Term SOFR, as applicable, Adjusted CD Rate for any Adjusted CD Rate Advances comprising such Interest Period Borrowing will not adequately and fairly reflect the cost to such Lenders Banks of making or maintaining funding their Loans included in such Borrowing respective Advances for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), thenBorrowing, the Administrative Agent will notify the Banks and the Borrower thereof, and the right of the Borrower to select Advances of such Type for such Borrowing or any subsequent Borrowing shall give notice thereof to be suspended until the Administrative Agent shall notify the Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and until the Administrative Agent notifies the Borrower and the Lenders Banks that the circumstances giving rise to causing such notice suspension no longer exist, and (i) any Interest Election Request that requests request by the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, Borrower for a EurocurrencySOFR Borrowing Eurodollar Rate Auction Advance shall be ineffective of no force and such Borrowing effect and shall be converted to or continued as onof denied by the last day of the Interest Period applicable thereto as an ABR Borrowing Administrative Agent and (ii) if any Borrowing Request requests a EurocurrencySOFR Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that unless the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted withdraw its request for such Advance by notice to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s , any request by the Borrower for a Eurodollar Rate Contract Advance or Required Lenders’ right an Adjusted CD Rate Advance, as the case may be, shall be deemed to provide any additional notices of be a Market Disruption Event as provided in this Section 2.14request for an Alternate Base Rate Advance.

Alternate Rate of Interest. (I) Solely for purposes of any Term Loan Facility: (a) Subject to clauses (b)(i) through (v) of this Section 2.272.12(I), if, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Term Lenders that the Adjusted LIBO Eurodollar Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Term Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give written notice thereof to the Borrower and the applicable Term Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Term Lenders that the circumstances giving rise to such notice no longer exist, (ix) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof an ABR Borrowing on the last day of the Interest Period applicable thereto as an ABR Borrowing thereto, and (iiy) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise . (b) Notwithstanding anything to the Market Disruption Event continue contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.12(I)): (i) On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of the Eurodollar Rate’s administrator (“IBA”), announced in effect; provided that a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12-month Eurodollar Rate tenor settings. On the earlier of (A) Borrower shall not the date that all Available Tenors of the Eurodollar Rate have either permanently or indefinitely ceased to be permitted provided by IBA or have been announced by the FCA pursuant to submit any such request more than once in any 30‑day period public statement or publication of information to be no longer representative and (B) nothing contained the Early Opt-in Effective Date, if the then-current Benchmark is the Eurodollar Rate, 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. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis. (ii) Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any 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 Term 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 Term Lenders comprising the Required Term Lenders. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for 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, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans. During the period referenced in the foregoing sentence, the component of the Alternate Base Rate based upon the Benchmark will not be used in any determination of the Alternate Base Rate. (iii) In connection with 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 anything to the contrary herein or in any other Loan 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. (iv) The Administrative Agent will promptly notify the Borrower and the Term Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14 2.12(I), 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 2.12(I). (v) At any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR or the failure to provide confirmation of Eurodollar Rate), then the continued effectiveness Administrative Agent may remove any tenor of such Market Disruption Event shall in any way affect Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (B) the Administrative Agent’s or Required Lenders’ right to provide Agent may reinstate any additional notices such previously removed tenor for Benchmark (including Benchmark Replacement) settings. (II) Solely for purposes of a Market Disruption Event as provided in this Section 2.14.any Revolving Facility:

Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.273.03, if, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicableapplicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request that requests the conversion of any applicable Revolving Borrowing to, or continuation of any such Revolving Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (iiB) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that that, upon receipt of such notice, (A) the Borrower shall not be permitted may, at its option, revoke any pending Interest Election Request or Borrowing Request for a Borrowing of, conversion to submit any such request more than once in any 30‑day period or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) and (B) nothing contained any outstanding affected Eurodollar Rate Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) 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 Loan Document in respect of any 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 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 Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this Section 2.14 or paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the failure to provide confirmation Reference Time in respect of any setting of the continued then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. (d) In connection with the 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 Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of such Market Disruption Event shall any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.03, 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.03. (f) Notwithstanding anything to the contrary herein or in any way affect other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative AgentAgent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Borrower’s or Required Lenders’ right to provide any additional notices receipt of notice of the commencement of a Market Disruption Event Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as provided applicable, will not be used in this Section 2.14any determination of ABR.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowingany Term SOFR LoanBorrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Adjusted Term SOFR (including because the Adjusted LIBO Term SOFR Reference Rate is not available or the LIBO RateTerm SOFR or Term SOFR, as applicable, published on a current basis) for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm Term SOFR or Term SOFR, as applicable, for and/or such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give written notice thereof to the Borrower Parent and the applicable Lenders by telephonehand delivery, facsimile or other electronic transmission or PDF attachment to an email as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Parent and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees promptly to do, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Term SOFR Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof an ABR Borrowing and the utilization of the Adjusted Term SOFR component in determining the Alternate Base Rate shall be suspended on the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Term SOFR Borrowing, then such Borrowing shall be made as an ABR Borrowing. During Borrowing and the utilization of the Adjusted Term SOFR component in determining the Alternate Base Rate shall be suspended; provided, however, that, in each case, Parent may revoke any period Borrowing Request that is pending when such notice is received. (b) Notwithstanding anything to the contrary herein or in which any other Loan Document, upon the occurrence of a Market Disruption Benchmark Transition Event is in effect, Borrower may request that the Administrative Agent request and the Borrower may amend this Agreement to replace Adjusted Term SOFR with a Benchmark Replacement. Any such amendment with respect to (x) a Benchmark Replacement determined in accordance with clause (a) of the definition of “Benchmark Replacement” will be effective without any further action or consent of any other party to this Agreement or any other Loan Document and (y) a Benchmark Replacement determined in accordance with clause (b) of the definition of “Benchmark Replacement” for all purposes hereunder and under any Loan Document in respect of any Benchmark setting will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. No replacement of Adjusted Term SOFR with a Benchmark Replacement pursuant to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 will occur prior to the applicable Benchmark Transition Start Date. (c) In connection with the use or administration of Adjusted Term SOFR or the failure implementation of a Benchmark Replacement, the Administrative Agent will have the right to provide confirmation make Benchmark Replacement Conforming Changes from time to time with the prior written consent of the continued Borrower, not to be unreasonably withheld, delayed or conditioned. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of such Market Disruption Event shall in any way affect Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent’s Agent or Required Lenders’ right Lenders pursuant to provide this Section 2.14, including any additional notices determination with respect to a tenor, rate or adjustment or of a Market Disruption Event 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 provided in expressly required pursuant to this Section 2.14. (e) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Borrowing of, conversion to or continuation of Term SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period, (x) the component of ABR based upon Adjusted Term SOFR will not be used in any determination of ABR, (y) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term SOFR Borrowing shall be ineffective and (z) any affected Borrowing shall be converted to an ABR Borrowing on the last day of the Interest Period applicable thereto. (f) Notwithstanding anything to the contrary herein, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanLIBO Rate Borrowing or a CDOR Rate Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRCDOR Rate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRCDOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall promptly give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees promptly to do, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR LIBO Rate Borrowing or CDOR Rate Borrowing shall be ineffective and such Borrowing shall be continued as, or converted to, an ABR Borrowing or Canadian Prime Rate Borrowing, as applicable (in the case of any conversion to an ABR Borrowing or continued as onof Canadian Prime Rate Borrowing, on the last day of the Interest Period applicable thereto as an ABR Borrowing thereof), and (ii) if any Borrowing Request requests a EurocurrencySOFR LIBO Rate Borrowing or CDOR Rate Borrowing, such Borrowing shall be made as an ABR Borrowing or a Canadian Prime Rate Borrowing, as applicable. During Notwithstanding anything to the contrary in this Agreement or the other Loan Documents, if at any period time there ceases to exist a LIBO Rate or other interbank rate in which a the London Market Disruption Event is in effect, Borrower may request that regulated or otherwise overseen or authorized by the ICE Benchmark Administration or U.K. Financial Conduct Authority for interest periods greater than one Business Day or the Administrative Agent request determines in good faith (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.13(i) or (ii) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances above have not arisen but the supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for fixed periods for syndicated loans in the United States at such time (it being agreed that such rate shall not result in a higher cost of funding than ABR Borrowings), and shall enter into an amendment to the Loan Documents to reflect such alternate rate of interest and such other related changes as may be applicable which are agreed by the Borrower and the Administrative Agent at such time; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding anything to the contrary in the Loan Documents, such amendment shall become effective without any further action or consent of any other party to Loan Documents so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that they object to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14amendment.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining ascertaining, (including, without limitation, by means of an Interpolated Rate) the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Representative and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email electronic communication as provided in Section 9.01 as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be converted to or continued as onof repaid on the last day of the then current Interest Period applicable thereto as an ABR Borrowing thereto, and (ii) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Borrowing, such Borrowing shall be made as an ABR a CBFR Borrowing. During . (b) If any period Change in which a Market Disruption Event is in effectLaw shall make it unlawful or impossible for any Lender to make, Borrower may request that maintain or fund any Eurodollar Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent request shall promptly give notice thereof to the Required Lenders to confirm Borrower Representative and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to such suspension no longer exist, the Market Disruption Event obligation of such Lender to make Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar, shall be suspended. In the case of the making of a Eurodollar Borrowing, such Lender’s Loan shall be made as a CBFR Borrowing as part of the same Revolving Borrowing for the same Interest Period and, if the affected Eurodollar Loan is then outstanding, such Loan shall be converted to a CBFR Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Loan if such Lender may lawfully continue to be in effect; provided maintain such Loan to such date or (ii) immediately if such Lender shall determine that (A) Borrower shall it may not be permitted lawfully continue to submit any maintain such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or Eurodollar Loan to such date. Notwithstanding the failure foregoing, the affected Lender shall, prior to provide confirmation of the continued effectiveness of giving such Market Disruption Event shall in any way affect notice to the Administrative Agent’s or Required Lenders’ right , designate a different lending office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to provide any additional notices such Lender in the good faith exercise of a Market Disruption Event as provided in this Section 2.14its discretion.

Alternate Rate of Interest. Subject to Section 2.27, if, (i) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (a) the Administrative Agent determines in good faith (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (b) the Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Eurodollar Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer existexist (which notification shall be made promptly after the Administrative Agent obtains knowledge of the cessation of such circumstances), (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective ineffective, and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing Borrowing, and (ii) if any Borrowing Request for a Eurodollar Borrowing shall be treated as a request for an ABR Borrowing. (ii) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in paragraph (i)(a) of this Section have arisen (including because the Screen Rate is not available or published on a current basis) and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in paragraph (i)(a) of this Section have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall endeavor to establish an alternate rate of interest to the Adjusted LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans denominated in dollars in the United States at such time, and the Administrative Agent and the Company shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that if such alternate rate of interest shall be less than 1.00%, such rate shall be deemed to be 1.00% for all purposes of this Agreement. Such amendment shall become effective with the prior consent of the Required Lenders and without any further action or consent of any other party to this Agreement. Until an alternate rate of interest shall be determined in accordance with this paragraph (but, in the case of the circumstances described in clause (ii) above, only to the extent the Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a EurocurrencySOFR BorrowingEurodollar Term Loan Borrowing shall be ineffective, and such Borrowing shall be made continued as an ABR Term Loan Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (By) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event any Borrowing Request for a Eurodollar Term Loan Borrowing shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of be treated as a Market Disruption Event as provided in this Section 2.14request for an ABR Term Loan Borrowing.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicableapplicable (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period Period; or (each iii) an Event of clauses (a) Default exists and (b), a “Market Disruption Event”), then, the Administrative Agent or Required Lender elect to suspend the right of the Borrower to obtain Eurodollar Borrowings; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective, and (B) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders of each Class; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders of each Class have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBO Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. (c) 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 Loan 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. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.14, 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 2.14. (e) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) any Interest Election Request that requests the conversion of any applicable Revolving Borrowing to, or continuation of any such Revolving Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing ineffective, and (ii) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders . (h) Amendments to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.142.18(b).

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanLIBO Rate Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate (including because a Screen Rate is not available or the LIBO RateTerm SOFR or Term SOFR, as applicable, published on a current basis) for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or for the LIBO RateTerm SOFR or Term SOFR, as applicable, for applicable currency and/or such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give written notice thereof to the Borrower Parent and the applicable Lenders by telephonehand delivery, facsimile or other electronic transmission or PDF attachment to an email as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Parent and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees promptly to do, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR LIBO Rate Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof an ABR Borrowing and the utilization of the LIBO Rate component in determining the Alternate Base Rate shall be suspended on the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR LIBO Rate Borrowing, then such Borrowing shall be made as an ABR Borrowing. During Borrowing and the utilization of the LIBO Rate component in determining the Alternate Base Rate shall be suspended; provided, however, (x) that, in each case, Parent may revoke any period in which a Market Disruption Event Borrowing Request that is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that pending when such notice is received and (y) if the circumstances giving rise to the Market Disruption Event continue to be such notice affect only Borrowings in effect; provided that (A) Borrower certain currencies, then LIBO Rate Borrowings in unaffected currencies shall not be permitted to submit the extent otherwise permitted by this Agreement. (b) If at any such request more than once time the Administrative Agent determines (which determination shall be conclusive absent manifest error) in any 30‑day period and consultation with Parent that either (Bi) nothing contained the circumstances set forth in clause (a) of this Section 2.14 have arisen and such circumstances are unlikely to be temporary or (ii) the failure to provide confirmation circumstances set forth in clause (a) of this Section 2.14 have not arisen but the supervisor for the administrator of the continued effectiveness LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be used for determining interest rates for loans (in the case of either such Market Disruption Event clause (i) or (ii), an “Alternative Interest Rate Election Event”), the Administrative Agent and Parent shall endeavor to establish an alternate rate of interest to the LIBO Rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest (the “Successor Rate”) and such other related changes to this Agreement as may be applicable, as mutually determined in good faith by the Administrative Agent and Parent (but, for the avoidance of doubt, such related changes shall not include a reduction to the Applicable Rate). Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any way affect further action or consent of any other party to this Agreement. To the extent an alternate rate of interest is adopted as contemplated hereby, the approved rate shall be applied in a manner consistent with prevailing market convention; provided, that, to the extent such prevailing market convention is not administratively feasible for the Administrative Agent’s , such approved rate shall be applied in a manner as otherwise mutually determined in good faith by the Administrative Agent and Parent. Notwithstanding the foregoing, if a Successor Rate has not otherwise been established pursuant to this clause (b), after Parent and the Administrative Agent have reached such a determination, Parent and the Required Lenders may select a different alternate rate as long as it is reasonably practicable for the Administrative Agent to administer such different rate and, upon not less than 15 Business Days’ prior written notice to the Administrative Agent, the Administrative Agent, the Required Lenders and Parent shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable and, notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or Required Lenders’ right consent of any other party to provide this Agreement. Until an alternate rate of interest shall be determined in accordance with this clause (b), (x) any additional notices request by Parent for a LIBO Rate Borrowing pursuant to Section 2.03 shall be deemed to be a request for an ABR Borrowing, (y) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Market Disruption Event as provided in this Section 2.14LIBO Rate Borrowing shall be ineffective and (z) any affected Borrowing shall be converted to an ABR Borrowing on the last day of the Interest Period applicable thereto.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanUS Eurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the US Adjusted LIBO LIBOR Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent determines or is advised in writing by the US Required Lenders that the US Adjusted LIBO LIBOR Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such US Lenders of making or maintaining their US Loans included in such US Eurodollar Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give written notice thereof to the US Borrower and the applicable US Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and and, until the Administrative Agent notifies the US Borrower and the US Lenders that the circumstances giving rise to such notice no longer exist, (i) any US Eurodollar Borrowing requested to be made on the first day of such Interest Period shall be made as a US Market Disruption Loan, (ii) any US Borrowing that was to have been converted on the first day of such Interest Period to a US Eurodollar Borrowing shall be continued as a US Market Disruption Loan and (iii) any outstanding US Eurodollar Borrowing shall be converted, on the last day of the then-current Interest Period if occurring during the period the circumstances in clause (i) or (ii) above remain in effect, to a US Market Disruption Loan. (b) In the event that at any time subsequent to the delivery of a Canadian Borrowing Request with regard to any requested Canadian US$ Libor Loan, but before the date of such Canadian Borrowing, the Canadian Lender (acting reasonably) makes a determination, which shall be conclusive and binding upon Canadian Borrower, absent manifest error, that: (i) by reason of circumstances affecting the London interbank market, adequate and fair means do not exist for ascertaining the rate of interest with respect to, or deposits are not available in sufficient amounts in the ordinary course of business at the rate determined hereunder to fund, a requested Canadian US$ Libor Loan during the ensuing Interest Period selected; (ii) the making or continuing of the requested Canadian US$ Libor Loan by the Canadian Lender has been made impracticable by the occurrence of an event which materially adversely affects the London interbank market generally; or (iii) the Canadian US$ Libor Rate shall no longer represent the effective cost to the Canadian Lender of United States Dollar deposits in such market for the relevant Interest Period, then the Canadian Lender shall give notice thereof to Canadian Borrower as soon as possible after such determination and Canadian Borrower shall, within one Banking Day after receipt of such notice and in replacement of such Canadian Borrowing Request previously given by Canadian Borrower, give the Canadian Lender a Canadian Borrowing Request which specifies another Canadian Borrowing in any other form of Canadian Loan which would not be affected by the notice from the Canadian Lender pursuant to this Section 2.11. In the event Canadian Borrower fails to give, if applicable, a valid replacement Canadian Borrowing Request, (x) with respect to any such Canadian Borrowing originally requested by Canadian Borrower by way of a Canadian US$ Libor Loan, Canadian Borrower shall be deemed to have instead requested a Canadian Borrowing by way of a Canadian US$-Denominated Base Rate Loan in the amount originally specified and (y) with respect to any such maturing Canadian US$ Libor Loan, such Loan shall be converted on the last day of the applicable Interest Period into Canadian US$-Denominated Base Rate Loans, in each case, as if a Canadian Borrowing Request had been given to the Canadian Lender by Canadian Borrower pursuant to the provisions hereof. (c) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) or (b)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) or (b)(i) above have not arisen but either (w) the supervisor for the administrator of the US LIBOR Rate has made a public statement that the administrator of the US LIBOR Rate is insolvent (and there is no successor administrator that will continue publication of the US LIBOR Rate), (x) the administrator of the US LIBOR Rate has made a public statement identifying a specific date after which the US LIBOR Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the US LIBOR Rate), (y) the supervisor for the administrator of the US LIBOR Rate has made a public statement identifying a specific date after which the US LIBOR Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the US LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the US LIBOR Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the US LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 14.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the US Lenders and the Canadian Lender, a written notice from the US Required Lenders or the Canadian Lender stating that such US Required Lenders or the Canadian Lender objects to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.11(c), only to the extent the US LIBOR Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any applicable US Revolving Borrowing or Canadian Revolving Borrowing to, or continuation of any such US Revolving Borrowing or Canadian Revolving Borrowing as, a EurocurrencySOFR US Eurodollar Borrowing or a Canadian US$ Libor Borrowing, as applicable, shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing ineffective, and (iiy) if any Borrowing Request requests a EurocurrencySOFR US Eurodollar Borrowing or a Canadian US$ Libor Borrowing, such Borrowing shall be made as an US ABR Borrowing. During any period in which Borrowing or a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any Canadian Borrowing by way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event Canadian US$-Denominated Base Rate Loan, as provided in this Section 2.14applicable.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanBorrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurocurrency Borrowing denominated in such currency shall be ineffective and such Borrowing shall be converted to or continued as onof on the last day of the Interest Period applicable thereto as an ABR Borrowing Borrowing, and (ii) if any Borrowing Request requests a EurocurrencySOFR Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing. During . (b) If at any period in which a Market Disruption Event is in effect, Borrower may request that time the Administrative Agent request determines (which determination shall be conclusive absent manifest error) or the Borrower notifies the Administrative Agent that (i) the circumstances set forth in Section 2.14(a)(i) have arisen and such circumstances are unlikely to be temporary, (ii) the circumstances set forth in Section 2.14(a)(i) have not arisen but the supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be used for determining interest rates for loans or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.14, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Adjusted LIBO Rate then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans denominated at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided, that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.08, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within three Business Days of the date a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to confirm that such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 2.14(b) (but, in the case of the circumstances giving rise described in clause (ii) or clause (iii) above, only to the Market Disruption Event continue to be in effect; provided that extent the LIBO Rate for such Interest Period is not available or published at such time on a current basis), (A) Borrower any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall not be permitted to submit any such request more than once in any 30‑day period ineffective and shall be continued as, or converted into, if applicable, an ABR Borrowing and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of if any Borrowing Request requests a Eurocurrency Borrowing, such Market Disruption Event Borrowing shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event be made as provided in this Section 2.14an ABR Borrowing.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanBorrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurocurrency Borrowing denominated in such currency shall be ineffective and such Borrowing shall be converted to or continued as onof on the last day of the Interest Period applicable thereto as an ABR Borrowing Borrowing, and (ii) if any Borrowing Request requests a EurocurrencySOFR Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing. During . (b) If at any period in which a Market Disruption Event is in effect, Borrower may request that time the Administrative Agent request determines (which determination shall be conclusive absent manifest error) or the Borrower notifies the Administrative Agent that (i) the circumstances set forth in Section 2.14(a)(i) have arisen and such circumstances are unlikely to be temporary, (ii) the circumstances set forth in Section 2.14(a)(i) have not arisen but the supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be used for determining interest rates for loans or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.14, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Adjusted LIBO Rate then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans denominated at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided, that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.08, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within three Business Days of the date a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to confirm that such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 2.14(b) (but, in the case of the circumstances giving rise described in clause (ii) or clause (iii) above, only to the Market Disruption Event continue to be in effect; provided that extent the LIBO Rate for such Interest Period is not available or published at such time on a current basis), (A) Borrower any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall not be permitted to submit any such request more than once in any 30‑day period ineffective shall be continued as, or converted into, an ABR Borrowing and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of if any Borrowing Request requests a Eurocurrency Borrowing, such Market Disruption Event Borrowing shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event be made as provided in this Section 2.14an ABR Borrowing.

Alternate Rate of Interest. (a) Subject to clauses (b), (d), (e), (f) and (g) of this Section 2.272.14, if, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanTerm Benchmark Borrowing of any Class: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Term SOFR Rate or the LIBO RateTerm Term SOFR or Term SOFRRate, as applicable, for the applicable Agreed Currency and such Interest Period; , provided that no Benchmark Transition Event with respect to such Benchmark shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Term SOFR Rate or the LIBO RateTerm Term SOFR or Term SOFR, Rate as applicable, for the applicable Agreed Currency and such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for the applicable Agreed Currency and such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request that requests the conversion of any applicable Revolving Borrowing to, or continuation of any such Revolving Borrowing as, a EurocurrencySOFR Term Benchmark Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and ineffective, (iiB) if any Borrowing Request requests a EurocurrencySOFR BorrowingTerm Benchmark Revolving Borrowing in dollars, such Borrowing shall be made as an ABR Borrowing and (C) if any Borrowing Request requests a Term Benchmark Borrowing in a Permitted Foreign Currency, then such request shall be ineffective; provided that if the circumstances giving rise to such notice affect only one Type of Borrowing, then the other Types of Borrowings shall be permitted. During Furthermore, if any period Term Benchmark Loan in which a Market Disruption Event any Agreed Currency is in effect, Borrower may request that outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent request referred to in this Section 2.14(a) with respect to the Required Lenders Adjusted Term SOFR Rate or the Term SOFR Rate (as applicable) for such Term Benchmark Loan then (i) if such Term Benchmark Loan is denominated in dollars, then on the last day of the Interest Period applicable to confirm such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in dollars on such day or (ii) if such Term Benchmark Loan is denominated in any Agreed Currency (other than dollars), then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an ABR Loan denominated in dollars (in an amount equal to the Dollar Equivalent of such Agreed Currency) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, local time, the Administrative Agent is authorized to effect such conversion of such Term Benchmark Loan into an ABR Loan denominated in dollars), and, in the case of such subclause (B), upon the Borrower’s receipt of notice from the Administrative Agent that the circumstances giving rise to the Market Disruption Event continue aforementioned notice no longer exist, such ABR Loan denominated in dollars shall then be converted by the Administrative Agent to, and shall constitute, a Term Benchmark Loan denominated in such original Agreed Currency (in an amount equal to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness Permitted Foreign Currency Equivalent of such Market Disruption Event shall in any way affect Agreed Currency) on the day of such notice being given to the Borrower by the Administrative Agent’s . (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (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 Loan Document in respect of any 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 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 Lenders comprising the Required Lenders’ . If the Benchmark Replacement is based upon Daily Simple SOFR, all interest payments will be payable on a monthly basis. (c) [Reserved] (d) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to provide make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any additional notices other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Market Disruption Benchmark Transition Event and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.14(f) and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14, 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as provided in expressly required pursuant to this Section 2.14. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing denominated in dollars into a request for a Borrowing of or conversion to ABR Loans or (y) any Term Benchmark Borrowing denominated in a Permitted Foreign Currency shall be ineffective. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the Term SOFR Rate applicable to such Term Benchmark Loan, then (i) if such Term Benchmark Loan is denominated in dollars, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in dollars on such day or (ii) if such Term Benchmark Loan is denominated in any Agreed Currency (other than dollars), then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an ABR Loan denominated in dollars (in an amount equal to the Dollar Equivalent of such Agreed Currency) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, local time, the Administrative Agent is authorized to effect such conversion of such Term Benchmark Loan into an ABR Loan denominated in dollars), and, in the case of such subclause (B), upon any subsequent implementation of a Benchmark Replacement in respect of such Agreed Currency pursuant to this Section 2.14, such ABR Loan denominated in dollars shall then be converted by the Administrative Agent to, and shall constitute, a Term Benchmark Loan denominated in such original Agreed Currency (in an amount equal to the Permitted Foreign Currency Equivalent of such Agreed Currency) on the day of such implementation, giving effect to such Benchmark Replacement in respect of such Agreed Currency.

Alternate Rate of Interest. (a) Subject to Section 2.272.11(b), if, prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a Term SOFR Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Term SOFR for the applicable Interest Period (including because the Term SOFR Reference Rate is not available or published on a current basis) or (B) at any time, that adequate and reasonable means do not exist for ascertaining the LIBO RateTerm SOFR or Term Adjusted Daily Simple SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders (A) prior to the commencement of any Interest Period for a Term SOFR Borrowing, that the Adjusted LIBO Rate or the LIBO RateTerm Term SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Term SOFR Borrowing for such Interest Period or (each B) at any time, that the Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders of clauses (a) and (b), a “Market Disruption Event”), then, making or maintaining their Loans included in any Daily Simple SOFR Borrowing; then the Administrative Agent shall give notice (which may be telephonic) thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and thereafter, and, if such notice is given, the Borrower may revoke any Borrowing Request or Interest Election Request for the affected Term SOFR Borrowing or Daily Simple SOFR Borrowing and, failing that, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with Section 2.05 or a new Borrowing Request in accordance with Section 2.03, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Term SOFR Borrowing and any Borrowing Request that requests a Term SOFR Borrowing shall instead be ineffective deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (1) a Daily Simple SOFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.11(a)(i) or 2.11(a)(ii) or (2) an ABR Borrowing if the Adjusted Daily Simple SOFR is also the subject of Section 2.11(a)(i) or 2.11(a)(ii). Furthermore, if any Term SOFR Loan or Daily Simple SOFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.11(a) with respect to the Adjusted Term SOFR or the Adjusted Daily Simple SOFR, as applicable, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such Borrowing shall be converted notice no longer exist with respect to or continued as onof the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with Section 2.05, (A) any Term SOFR Loan shall, on the last day of the Interest Period applicable thereto to such Loan, convert to, and shall constitute, (x) a Daily Simple SOFR Loan so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.11(a)(i) or 2.11(a)(ii) or (y) an ABR Borrowing and (iiif the Adjusted Daily Simple SOFR is also the subject of Section 2.11(a)(i) if any Borrowing Request requests a EurocurrencySOFR Borrowingor 2.11(a)(ii), such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained any Daily Simple SOFR Loan shall, on the date of the Borrower’s receipt of such notice, convert to, and shall constitute, an ABR Loan. (i) Notwithstanding anything to the contrary herein, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of any Benchmark setting at or after 5:00 p.m., New York City time, on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (ii) Notwithstanding anything to the contrary herein, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (iii) The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.11(b)(iv) and (E) the commencement or conclusion 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 2.14 2.11, 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 to this Agreement, except, in each case, as expressly required pursuant to this Section 2.11. (iv) Notwithstanding anything to the contrary herein, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including the Term SOFR) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (v) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a borrowing of, conversion to or continuation of an affected Term SOFR Borrowing or Daily Simple SOFR Borrowing to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term SOFR Borrowing into a request for a borrowing of or conversion to (A) a Daily Simple SOFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) an ABR Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event. Furthermore, if any Term SOFR Loan or Daily Simple SOFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the Adjusted Term SOFR or the failure Adjusted Daily Simple SOFR, as applicable, then until such time as a Benchmark Replacement is implemented pursuant to provide confirmation this Section 2.11(b), (1) any Term SOFR Loan shall on the last day of the continued effectiveness Interest Period applicable to such Loan convert to, and shall constitute, (x) a Daily Simple SOFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event and (2) any Daily Simple SOFR Loan shall, on date of the Borrower’s receipt of such Market Disruption Event notice, convert to, and shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14constitute, an ABR Loan.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowingany Borrowing or Term SOFR LoanBorrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate Term SOFR or the LIBO RateTerm SOFR or Term SOFREURIBO Rate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate Term SOFR or the LIBO RateTerm SOFR or Term SOFR, as applicable, EURIBO Rate for the applicable currency and/or such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give written notice thereof to the Borrower Holdings and the applicable Lenders by telephonehand delivery, facsimile or other electronic transmission or PDF attachment to an email as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Holdings and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees promptly to do, (i) any Interest Election Request that requests request by a Borrower for the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Term SOFR Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof a Daily Rate Borrowing and the utilization of the Adjusted Term SOFR component in determining the Alternate Base Rate shall be suspended on the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Term SOFR Borrowing or Eurocurrency Borrowing, as applicable, then such Borrowing shall be made as an ABR Borrowing. During a Daily Rate Borrowing and, in the case of a Borrowing denominated in Dollars, the utilization of the Adjusted Term SOFR component in determining the Alternate Base Rate shall be suspended; provided, however, that (x) in each case, Holdings may revoke any period in which a Market Disruption Event Borrowing Request that is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that pending when such notice is received and (y) if the circumstances giving rise to such notice affect only Borrowings in certain currencies, then the Market Disruption Borrowings in unaffected currencies shall be permitted to the extent otherwise permitted by this Agreement. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event continue or an Early Opt-in Election, as applicable, the Administrative Agent and Holdings may amend this Agreement to replace any Benchmark with a Benchmark Replacement. Any such amendment with respect any Benchmark for Borrowings and Loans denominated in Dollars with (x) a Benchmark Replacement determined in accordance with clause (a) of the definition of “Benchmark Replacement” will be effective without any further action or consent of any other party to this Agreement or any other Loan Document and (y) a Benchmark Replacement determined in accordance with clause (b) of the definition of “Benchmark Replacement” for all purposes hereunder and under any Loan Document in respect of any Benchmark setting will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and Holdings so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. Any such amendment with respect any Benchmark for Borrowings and Loans denominated in Euros will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and Holdings so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of any Benchmark with a Benchmark Replacement pursuant to this Section 2.08 will occur prior to the applicable Benchmark Transition Start Date. (c) In connection with the implementation of or, solely with respect to a Benchmark Replacement for Borrowings or Loans denominated in Dollars, the use or administration of, a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time with the prior written consent of Holdings, not to be unreasonably withheld, delayed or conditioned. (d) The Administrative Agent will promptly notify Holdings and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt in effect; provided Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.08, 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 2.08. (e) Upon Holdings’ receipt of notice of the commencement of a Benchmark Unavailability Period, Holdings may revoke any request for a Borrowing of, conversion to or continuation of Eurocurrency Loans or Term SOFR Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, Holdings will be deemed to have converted any such request into a request for a Borrowing of or conversion to Daily Rate Loans. During any Benchmark Unavailability Period with respect to the Adjusted Term SOFR, (x) the component of the Alternate Base Rate based upon the Adjusted Term SOFR will not be used in any determination of the Alternate Base Rate, (y) any request by a Borrower for the conversion of any Borrowing to, or continuation of any Borrowing as, a Term SOFR Borrowing shall be ineffective and (z) any affected Borrowing shall be converted to a Daily Rate Borrowing on the last day of the Interest Period applicable thereto. (f) Notwithstanding anything to the contrary herein, with respect to any Borrowings or Loans denominated in Dollars, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) Borrower shall any tenor for such Benchmark is not be permitted displayed on a screen or other information service that publishes such rate from time to submit any such request more than once time as selected by the Administrative Agent in any 30‑day period and its reasonable discretion or (B) nothing contained the regulatory supervisor for the administrator of such ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, to the extent any Tranche B-1 U.S. Term Loans are outstanding under this Agreement with respect to which the terms of this Section 2.14 2.08 do not apply, solely for purposes of determining whether the Required Lenders have taken any action contemplated by this Section 2.08 or the failure to provide confirmation definition of the continued effectiveness of term “Benchmark Transition Start Date” or “Early Opt-in Election”, such Market Disruption Event Tranche B-1 U.S. Term Loans shall be disregarded in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14making such determination.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanBorrowing: (ai) the Administrative Agent determines (in consultation with and as directed by the Required Lenders and which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Term SOFR Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Term SOFR Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Term Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Agent and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email electronic means as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Agent and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR SOFR Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof on the last day of the Interest Period applicable thereto as an ABR Borrowing Borrowing, and (ii) if any Borrowing Interest Election Request requests a EurocurrencySOFR SOFR Borrowing, such Borrowing shall be made as an ABR Borrowing. During . (b) Upon the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date prior to any period setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in which accordance with clause (b)(1)(i) 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Market Disruption Event Benchmark Replacement is determined in effectaccordance with clause (b)(1)(ii) 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 Loan Document in respect of any 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 Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. (c) In connection with the implementation of a Benchmark Replacement, the Required Lenders will have the right, in consultation with the Borrower may request that Agent, to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document and written notice of such Benchmark Replacement Conforming Changes shall be provided to the Administrative Agent request (for delivery to all Lenders). (d) After a Benchmark Replacement Date, the Administrative Agent will promptly notify the Borrower Agent and the Lenders of the following, so long as the Administrative Agent has received the same from the Required Lenders (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that clause (Ae) Borrower shall not be permitted to submit any such request more than once in any 30‑day period below and (Bv) nothing contained in the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Required Lenders pursuant to this Section 2.14 2.14, including any determination with respect to a tenor, rate or the failure to provide confirmation adjustment or of the continued effectiveness occurrence or non-occurrence of such Market Disruption Event shall an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any way affect the Administrative Agent’s other party to this Agreement or Required Lenders’ right any other Loan Document, except, in each case, as expressly required pursuant to provide any additional notices of a Market Disruption Event as provided in this Section 2.14. (e) At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Required Lenders may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Required Lenders may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Borrowing of, conversion to or continuation of Term Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request for a SOFR Loan into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. (g) Furthermore, if any Term Loan is outstanding on the date of the Borrower’s receipt of the notice of the commencement of a Benchmark Unavailability Period with respect to the rate applicable to such Term Loan, then on the last day of the Interest Period applicable to such Term Loan (or the next succeeding Business Day if such day is not a Business Day), such Term Loan shall be converted by the Administrative Agent to, and shall constitute an ABR Loan on such day.

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanLIBO Rate Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall promptly give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees promptly to do, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR LIBO Rate Borrowing shall be ineffective and such Borrowing shall be continued as, or converted to, an ABR Borrowing (in the case of any conversion to or continued as onof an ABR Borrowing, on the last day of the Interest Period applicable thereto as an ABR Borrowing thereof), and (ii) if any Borrowing Request requests a EurocurrencySOFR LIBO Rate Borrowing, such Borrowing shall be made as an ABR Borrowing. During Notwithstanding anything to the contrary in this Agreement or the other Loan Documents, if at any period time there ceases to exist a LIBO Rate or other interbank rate in which a the London Market Disruption Event is in effect, Borrower may request that regulated or otherwise overseen or authorized by the ICE Benchmark Administration or U.K. Financial Conduct Authority for interest periods greater than one Business Day or the Administrative Agent request determines in good faith (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.13(i) or (ii) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances above have not arisen but the supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for fixed periods for syndicated loans in the United States at such time (it being agreed that such rate shall not result in a higher cost of funding than ABR Borrowings), and shall enter into an amendment to the Loan Documents to reflect such alternate rate of interest and such other related changes as may be applicable which are agreed by the Borrower and the Administrative Agent at such time; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding anything to the contrary in the Loan Documents, such amendment shall become effective without any further action or consent of any other party to Loan Documents so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that they object to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14amendment.

Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d) and (e) of this Section 2.272.15, if, prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted LIBO Daily Simple SOFR Rate or the LIBO RateTerm SOFR or Term Daily Simple SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that at any time, the Adjusted LIBO Daily Simple SOFR Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Borrowing; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist or a Benchmark Replacement is implemented, the component of the Short-Term Funding Rate based upon the Adjusted Daily Simple SOFR Rate will not be used in any determination of the Short-Term Funding Rate and the Applicable Rate shall be increased by 0.10%. (b) Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Credit Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any Interest Election Request that requests the conversion occurrence of any applicable Borrowing toa Benchmark Transition Event, or continuation of any such Borrowing as, a EurocurrencySOFR Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if the implementation of any Borrowing Request requests a EurocurrencySOFR BorrowingBenchmark Replacement, such Borrowing shall (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that by the Administrative Agent request or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.15, including any determination with respect to a tenor, rate or adjustment or of the Required Lenders occurrence or non-occurrence of an event, circumstance or date and any decision to confirm that take or refrain from taking any action or any selection, 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 to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.15. (e) During any Benchmark Unavailability Period, the circumstances giving rise to component of the Market Disruption Event continue to be in effect; provided that (A) Borrower shall Short-Term Funding Rate based upon the then-current Benchmark will not be permitted to submit any such request more than once used in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation determination of the continued effectiveness of such Market Disruption Event Short- Term Funding Rate and the Applicable Rate shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14be increased by 0.10%.

Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.272.14, if, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanLIBO Rate Borrowing: (a1) the Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term SOFR Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicableapplicable (including because the LIBO ScreenTerm SOFR Reference Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (b2) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR LIBO RateTerm SOFR Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (iiB) if any Borrowing Request requests a EurocurrencySOFR LIBO RateTerm SOFR Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request ; provided that the Administrative Agent request the Required Lenders to confirm that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the Market Disruption Event continue other Type of Borrowings shall be permitted. (vii) Notwithstanding anything to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once the contrary herein or in any 30‑day period other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (By) nothing contained if a Benchmark Replacement is determined in this Section 2.14 or the failure to provide confirmation accordance with clause (32) of the continued effectiveness definition of “Benchmark [[56622096068574]] 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 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 Market Disruption Event shall in Benchmark Replacement is provided to the Lenders without any way affect 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’s or Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14.

Alternate Rate of Interest. (a) Subject to Section 2.27clause (b) below, if, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRLIBOR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, LIBOR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Borrowers and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing ineffective, and (ii) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect; provided that, Borrower may request that the Administrative Agent request the Required Lenders to confirm that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the Market Disruption Event continue other Type of Borrowings shall be permitted. (b) Benchmark Replacement Setting. (i) Benchmark Replacement. (A) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.14(a)) if a Benchmark Transition Event, or an Early Opt-in effectElection or an Other Benchmark Rate Election, as applicable, and 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 (a)(1) or (a)(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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(3) or clause (c) 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 Loan Document in respect of any 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 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 Lenders comprising the Required Lenders. If an Unadjusted Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. (B) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (AB) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect effective unless the Administrative Agent’s or Required Lenders’ right Agent has delivered to provide any additional notices of the Lenders and the Borrower a Market Disruption Event as provided in this Section 2.14Term SOFR Notice.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; Period; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email electronic means as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (which notice shall be promptly given by the Administrative Agent when such circumstances no longer exist), (i) any Interest Election Request that requests the conversion obligations of any applicable Borrowing to, the Lenders to make Eurodollar Loans or continuation of any such Borrowing as, a EurocurrencySOFR Borrowing to continue or convert outstanding Loans as or into Eurodollar Loans shall be ineffective suspended and (ii) all such Borrowing affected Loans shall be converted to or continued as onof into ABR Loans on the last day of the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Eurodollar Borrowing for which a Borrowing Request or Interest Election Request has previously been given that it elects not to borrow, continue or convert to a Eurodollar Borrowing on such date, then such Borrowing shall be made as, continued as or converted into an ABR Borrowing Borrowing. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) 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 Loan Document in respect of any 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 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 Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. (d) 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 Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.11, 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the Adjusted LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing Request requests of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a EurocurrencySOFR Borrowing, such request for a Borrowing shall be made as an of or conversion to ABR BorrowingLoans. During any period in which Benchmark Unavailability Period or at any time that a Market Disruption Event tenor for the then-current Benchmark is in effectnot an Available Tenor, Borrower may request that the Administrative Agent request component of Alternate Base Rate based upon the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall then-current Benchmark or such tenor for such Benchmark, as applicable, will not be permitted to submit any such request more than once used in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation determination of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14Alternate Base Rate.

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanBorrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses clause (a) and (b), a “Market Disruption Event”), then, ; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email e-mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurocurrency Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof on the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day 30-day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14.

Alternate Rate of Interest. Subject to Section 2.27(a) If, if(x) in the case of any Eurocurrency Loan, prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Borrowing or (y) in the case of any S▇▇▇▇ Rate Loan: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (x) adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such timePeriod or (y) the S▇▇▇▇ Rate cannot be determined pursuant to the definition thereof; or (bii) the Administrative Agent is advised by the Required Lenders that (x) the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not or (y) the S▇▇▇▇ Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans as Eurocurrency Loans included in such Borrowing for such Interest Period (each or S▇▇▇▇ Rate Loans, respectively; then, in the case of clauses (a) and (b), a “Market Disruption Event”), thenany such Eurocurrency Loans, the Administrative Agent shall give notice thereof to the Borrower Company and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Borrowing Request that requests a Eurocurrency Borrowing shall be ineffective and the applicable Borrower may instead request an ABR Borrowing not later than 12:00 noon, Local Time, on the date of the proposed Borrowing and (ii) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, as a EurocurrencySOFR Eurocurrency Borrowing shall be ineffective ineffective, and such Borrowing shall be converted to or continued as onof on the last day of the Interest Period applicable thereto (A) if such Borrowing is denominated in US Dollars (except for a Borrowing by a UK Borrowing Subsidiary), as an ABR Borrowing or (B) if such Borrowing is denominated in any other currency, or if such Borrowing is denominated in US Dollars and made by a UK Borrowing Subsidiary, as a Borrowing bearing interest at such rate as the Lenders and the Company may agree adequately reflects the costs to the Lenders of making or maintaining their Loans (or, in the absence of such agreement, shall be repaid as of the last day of the current Interest Period applicable thereto).; and (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to the Company) that the Required Lenders have determined, that: (i) adequate and reasonable means do not exist for ascertaining (x) LIBOR, EURIBOR or the CDOR Rate for any requested Interest Period or (y) S▇▇▇▇ (each of the foregoing, an “Impacted Benchmark Rate”), including, without limitation, because the LIBO Rate or the S▇▇▇▇ Rate, as applicable, is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) if any Borrowing Request requests the supervisor for the administrator of the LIBO Rate or the S▇▇▇▇ Rate, as applicable, or a EurocurrencySOFR Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that Governmental Authority having jurisdiction over the Administrative Agent request has made a public statement identifying a specific date after which LIBOR any Impacted Benchmark Rate, or the LIBO Rate or S▇▇▇▇ Rate, shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Company may amend this Agreement to replace LIBORany Impacted Benchmark Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of LIBORsuch Impacted Benchmark Rate (any such proposed rate, a “LIBORBenchmark Successor Rate”), together with any proposed LIBOR SuccessorBenchmark Rate Conforming Changes and, notwithstanding anything to the contrary in Section 10.02, any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising the Required Lenders have delivered to confirm the Administrative Agent notice that such Required Lenders do not accept such amendment. If no LIBORBenchmark Successor Rate has been determined and the circumstances giving rise under clause (i) above exist, the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended (to the Market Disruption Event continue extent of the affected Eurocurrency Loans or Interest Periods) or S▇▇▇▇ Rate Loans (to the extent of the affected S▇▇▇▇ Rate Loans), as applicable, shall be suspended. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Eurocurrency Borrowing or S▇▇▇▇ Rate Borrowing of, conversion to or continuation of Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or Interest Periods) or S▇▇▇▇ Rate Loans (to the extent of the affected S▇▇▇▇ Rate Loan) or, failing that, will be deemed to have converted such request into a request for (x) in the case of a Borrowing denominated in US Dollars, a Borrowing of ABR Loans in the amount specified therein, (y) in the case of a Borrowing denominated in Canadian Dollars, a Borrowing of Canadian Base Rate Loans in the amount specified therein and (z) in the case of a Borrowing denominated in Sterling or Euro, a Borrowing of Loans bearing interest at a rate for short term borrowings of Sterling or Euro, as applicable, determined in good faith by the Administrative Agent in a manner substantially consistent with market practice and with the consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), in effect; provided that each case in the amount specified therein. (Ac) Borrower shall not be permitted Notwithstanding anything to submit any such request more than once in any 30‑day period and (B) nothing contained the contrary in this Section 2.14 Agreement or any other Loan Documents, in connection with the failure to provide confirmation implementation of the continued effectiveness of such Market Disruption Event shall in any way affect S▇▇▇▇ Rate on and after the Amendment No. 3 Effective Date the Administrative Agent’s Agent will have the right, in consultation with the Company, to make Benchmark Rate Conforming Changes from time to time and any amendments implementing such Benchmark Rate Conforming Changes will become effective without any further action or Required Lenders’ right consent of any other party to provide this Agreement or any additional notices of a Market Disruption Event as provided in this Section 2.14other Loan Document.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanLIBO Rate Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, telephone or facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and (but at least two Business Days prior to the first day of such Interest Period) and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees promptly to do, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR LIBO Rate Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof an ABR Borrowing on the last day of the Interest Period applicable thereto as an ABR Borrowing thereto, and (ii) if any Borrowing Request requests a EurocurrencySOFR LIBO Rate Borrowing, such Borrowing shall be made as an ABR Borrowing. During . (b) Notwithstanding anything to the contrary herein or in any period other Loan Document, if a Benchmark Transition Event or an Early Opt-in which Election, as applicable, and 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 Market Disruption Event Benchmark Replacement is determined in effectaccordance with clause (a) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, Borrower may request that such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) 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 Loan Document in respect of any 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 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 request has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders Lenders. (c) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to confirm that the circumstances giving rise make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once contrary herein or in any 30‑day period other Loan 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. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (Bv) nothing contained in the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14 including any determination with respect to a tenor, rate or the failure to provide confirmation adjustment or of the continued effectiveness occurrence or non-occurrence of such Market Disruption Event shall an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any way affect the Administrative Agent’s other party to this Agreement or Required Lenders’ right any other Loan Document, except, in each case, as expressly required pursuant to provide any additional notices of a Market Disruption Event as provided in this Section 2.14. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a LIBO Rate Borrowing of, conversion to or continuation of LIBO Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanLIBO Rate Advance: (ai) the JPMCB, as Administrative Agent Agent, determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or (including because the LIBO RateTerm SOFR Screen Rate is not available or Term SOFR, as applicablepublished on a current basis), for U.S. Dollars and such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the JPMCB, as Administrative Agent Agent, is advised by the Required Lenders (or, in the case of a Competitive Bid Advance, the Lender that is required to make such Advance) that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for U.S. Dollars and such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans Advances (or its Advance) included in such Borrowing for U.S. Dollars during such Interest Period (each of clauses (a) and (b)Period; then JPMCB, a “Market Disruption Event”)as Administrative Agent, then, the Administrative Agent shall give notice thereof to the each Borrower and the applicable Lenders in writing by telephone, facsimile transmission telecopier or PDF attachment to an email e-mail as promptly as practicable thereafter and and, until the JPMCB, as Administrative Agent Agent, notifies the each Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request notice delivered pursuant to Section 2.05 that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Borrowing LIBO Rate Advance shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and ineffective, (iiB) if any Notice of Pro Rata Borrowing Request requests a EurocurrencySOFR BorrowingLIBO Rate Advance, such Borrowing shall be made as an ABR Borrowing. During a Base Rate Advance and (C) any period in which request by a Market Disruption Event is in effect, Borrower may request for a LIBO Rate Competitive Bid Borrowing shall be ineffective; provided that the Administrative Agent request the Required Lenders to confirm that (x) if the circumstances giving rise to such notice do not affect all the Market Disruption Event continue Lenders, then requests by any Borrower for LIBO Rate Competitive Bid Borrowings may be made to Lenders that are not affected thereby and (y) if the circumstances giving rise to such notice affect only one Type of Borrowing, then the other Type of Borrowing shall be permitted. (b) If at any time JPMCB, as Administrative Agent, determines (which determination shall be conclusive absent manifest error), and notifies Altria of such determination, that (i) the circumstances set forth in Section 2.08(a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in effect; provided that Section 2.08(a) have not arisen but either (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (B) nothing contained the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (C) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (D) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over JPMCB, as Administrative Agent, has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then JPMCB, as Administrative Agent, and Altria shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a change to the Applicable Interest Rate Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as JPMCB, as Administrative Agent, shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.14 2.08(b), only to the extent the LIBO Screen Rate for U.S. Dollars and such Interest Period is not available or published at such time on a current basis), (x) any notice delivered pursuant to Section 2.05 that requests the failure to provide confirmation conversion of the continued effectiveness any Borrowing to, or continuation of any Borrowing as, a LIBO Rate Advance shall be ineffective, (y) if any Notice of Pro Rata Borrowing requests a LIBO Rate Advance, such Market Disruption Event Borrowing shall in be made as a Base Rate Advance and (z) any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of request by a Market Disruption Event as provided in this Section 2.14Borrower for a LIBO Rate Competitive Bid Borrowing shall be ineffective.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (ai) the Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or (including, without limitation, because the LIBO RateTerm SOFR Screen Rate is not available or Term SOFR, as applicable, published on a current basis) for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email any Electronic System as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid or converted to or continued as onof into an ABR Borrowing on the last day of the then current Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. During . (b) If at any period in which a Market Disruption Event is in effect, Borrower may request that time the Administrative Agent request determines (which determination shall be conclusive and binding absent manifest error) that (i) the circumstances set forth in Section 2.14(a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.14(a)(i) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 11.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to confirm that such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances giving rise described in clause (ii) of the first sentence of this Section 2.14(b), only to the Market Disruption Event continue to extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be in effect; provided that (A) Borrower shall not be permitted to submit ineffective and any such request more than once in any 30‑day period Eurodollar Borrowing shall be repaid or converted into an ABR Borrowing on the last day of the then current Interest Period applicable thereto, and (By) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of if any Borrowing Request requests a Eurodollar Borrowing, such Market Disruption Event Borrowing shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event be made as provided in this Section 2.14an ABR Borrowing.

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (b) the Administrative Agent determines or is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Lead Borrower and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and and, until the Administrative Agent notifies the Lead Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing ineffective, and (ii) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request ; provided that the Administrative Agent request the Required Lenders to confirm that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the Market Disruption Event continue other Type of Borrowings shall be permitted. In addition, any pending Borrowing Request for a Eurodollar Loan may be revoked by the Lead Borrower or it shall be deemed a request for an ABR Loan, and each outstanding Eurodollar Loan will automatically, on the last day of the then current Interest Period applicable thereto, become an ABR Loan; or (c) at any other time after the date hereof, any Change in Law shall make it unlawful, or any Governmental Authority having jurisdiction over a Lender or its lending office shall assert that it is unlawful, for any Lender to make or maintain Eurodollar Loans, such Lender shall forthwith give notice of such circumstances to the Agent and the Borrower and thereupon (i) the commitment of the Lenders to make Eurodollar Loans shall forthwith be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period suspended and (Bii) nothing contained in this Section 2.14 any Eurodollar Loans then outstanding shall be converted automatically to ABR Loans on the last day of each Interest Period applicable to such Eurodollar Loans or the failure to provide confirmation of the continued effectiveness of within such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event earlier period as provided in this Section 2.14may be required by Legal Requirements.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (ai) the Administrative Agent determines in good faith (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans included in such Borrowing for such Interest Period Period; or (each iii) the rates referenced in the definition of clauses (a) and (b), a “Market Disruption Event”), then, Eurodollar Rate” cease to be an interest rate benchmark for short term interest rates; then the Administrative Agent shall give notice thereof and the reason therefor (in reasonable detail) to the Borrower Parent and the applicable Lenders by telephone, facsimile transmission or, unless otherwise required by the Parent or PDF attachment any Lender prior to an email such delivery, electronic mail (PDF) as promptly as practicable thereafter and and, (x) until the Administrative Agent notifies the Borrower Parent and the Lenders that the circumstances giving rise to such notice no longer exist (which the Administrative Agent shall use reasonable efforts to do promptly after such circumstances cease to exist), (iA) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (iiB) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period Borrowing and (y) solely in which a Market Disruption Event is the case of the circumstance described in effectclause (iii) above, Borrower may request that if either the Parent or the Required Lenders shall so request, the Parent and the Administrative Agent request will negotiate in good faith to amend the definition of “Eurodollar Base Rate” to incorporate a successor benchmark rate that is acceptable to the Parent, the Administrative Agent and the Required Lenders to confirm Lenders; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the Market Disruption Event continue other Type of Borrowings shall be permitted. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if (i) the Administrative Agent has made the determination (such determination to be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period for the applicable currency (including because any applicable interest rate specified herein is not available or published on a current basis) and such circumstance is unlikely to be temporary or (ii) the Administrative Agent has made the determination (such determination to be conclusive absent manifest error), or the Parent has notified the Administrative Agent that the Parent has determined, that (x) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in effectthe U.S. syndicated loan market in the applicable currency or (y) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be made available or used for determining interest rates for loans in the U.S. syndicated loan market in the applicable currency, then, (1) reasonably promptly after such determination by the Administrative Agent (or, if applicable, receipt by the Administrative Agent of such notice), the Administrative Agent may, to the extent practicable, and with the consent of the Parent, establish a replacement interest rate which shall in no event be less than 0% (the “Replacement Rate”) for the applicable currency (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar syndicated credit facilities denominated in the applicable currency for such alternative benchmarks, and as it reasonably determines to be generally in accordance with similar situations in other transactions in which the Administrative Agent is serving as administrative agent or otherwise consistent with market practice generally, and (2) the Administrative Agent and the Borrowers may amend this Agreement to reflect such Replacement Rate, together with any conforming changes to the definitions of Alternate Base Rate, Eurodollar Base Rate, Eurodollar Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent in consultation with the Parent. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent and the Borrowers, as may be necessary or appropriate, in the opinion of the Administrative Agent in consultation with the Parent, to effect the provisions of this Section 2.14(b). Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including Section 9.02), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lender objects) or to the Replacement Rate (in which case, for the avoidance of doubt, the Administrative Agent and the Borrowers may enter into an alternative amendment for such purpose, which shall become effective as aforesaid). To the extent the Replacement Rate is approved by the Administrative Agent and the Parent in connection with this clause (b), the Replacement Rate shall be applied in a manner consistent with market practice; provided that (A) Borrower shall that, in each case, to the extent such market practice is not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect administratively feasible for the Administrative Agent’s , such Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, or Required consultation with, any of the Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14).

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanBorrowing: (a) the Administrative Agent determines (which determination shall be conclusive presumed correct absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (b) the Administrative Agent is advised by the Required Lenders (or, (i) in the case of a Eurocurrency Competitive Loan, the Lender that is required to make such Loan or (ii) in the Adjusted LIBO Rate case of a Revolving Designated Currency Loan or Revolving Yen Loan, as the LIBO RateTerm SOFR case may be, Designated Currency Lenders or Term SOFRYen Lenders, as applicable, having Designated Currency Commitments or Yen Commitments, as applicable, representing at least 51% of the Designated Currency Commitments or Yen Commitments, as applicable, at such time) that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period Period; or (each c) in the case of clauses a Multicurrency Borrowing, the Administrative Agent determines (awhich determination shall be presumed correct absent manifest error) and (b)that deposits in the applicable currency are not generally available, a “Market Disruption Event”), then, or cannot be obtained by the Multicurrency Lenders in the applicable market; then the Administrative Agent shall give notice thereof to the Borrower Company and the Lenders or the applicable Multicurrency Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Company and the Lenders or the applicable Multicurrency Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Revolving Borrowing to, or continuation of any such Revolving Borrowing as, a EurocurrencySOFR Eurocurrency Borrowing shall be ineffective ineffective, and such any Eurocurrency Borrowing shall so requested to be converted to or continued as onof shall, at the option of the Company, be repaid in full on the last day of the Interest Period applicable thereto as thereto, or be converted to an ABR Borrowing denominated in dollars (and in the case of a Multicurrency Borrowing, such conversion shall be made at the Exchange Rate determined by the Administrative Agent on the last day of the then current Interest Period with respect thereto), (ii) if any Borrowing Request requests a EurocurrencySOFR Eurocurrency Revolving Borrowing (other than a Multicurrency Borrowing), such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period Borrowing and (Biii) nothing contained in this Section 2.14 any request by any Borrower for a Eurocurrency Competitive Borrowing or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14.a

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Majority Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses clause (a) and or (b), a “Market Disruption Event”), then, ; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice Market Disruption Event no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and such Borrowing Eurodollar Loan shall be converted to or continued as onof as, on the last day of the Interest Period applicable thereto as thereto, an ABR Borrowing Loan, and (ii) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, the Borrower may request that the Administrative Agent request or the Required Lenders to Majority Lenders, as applicable, confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) the Borrower shall not be permitted to submit any such request more than once in any 30‑day 30-day period and (B) nothing contained in this Section 2.14 2.15 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Majority Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.142.15. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 11.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date a copy of such amendment is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.15(b), only to the extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and such Eurodollar Loan shall be converted to or continued as, on the last day of the Interest Period applicable thereto, an ABR Loan and (y) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a any Eurocurrency Borrowingany SOFR LoanBorrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurocurrency Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurocurrency Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their respective Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the applicable Lenders by telephone, telephone (promptly confirmed in writing) or facsimile or by other electronic transmission or PDF attachment to an email as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Company and the such Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurocurrency Borrowing shall be ineffective and such Revolving Borrowing (unless prepaid) shall be converted to to, or continued as onof the last day of the Interest Period applicable thereto as as, an ABR Borrowing and (iiB) if any Borrowing Request requests a EurocurrencySOFR Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing. During ; provided, that following the first day that such condition shall cease to exist, such Borrowings may be made as or converted to Eurocurrency Borrowings at the request of and in accordance with the elections of the applicable Borrower. (b) If at any period in which a Market Disruption Event is in effect, Borrower may request that time the Administrative Agent request determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in paragraph (a)(i) of this Section have arisen (including because the LIBO Screen Rate is not available or published on a current basis) and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in paragraph (a)(i) of this Section have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall endeavor to establish an alternate rate of interest to the Adjusted Eurocurrency Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans denominated in dollars in the United States at such time, and the Administrative Agent and the Company shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (which amendment shall not, for the avoidance of doubt, reduce the Applicable Rate); provided that if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement. Such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders to confirm stating that the Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but, in the case of the circumstances giving rise described in clause (ii) above, only to the Market Disruption Event continue to extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Revolving Borrowing shall be in effect; provided that ineffective, and such Borrowing (Aunless prepaid) Borrower shall not be permitted to submit any such request more than once in any 30‑day period converted to, or continued as, an ABR Borrowing, and (By) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of if any Borrowing Request requests a Eurocurrency Borrowing, such Market Disruption Event Borrowing shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event be made as provided in this Section 2.14an ABR Borrowing.

Alternate Rate of Interest. Subject (a) IfSubject to Section 2.27clause (c) below, if, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollarSOFR Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) Required Lenders reasonably determine that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate Eurodollar Base RateSOFR, Term SOFR or the LIBO RateTerm SOFR or Term SOFREurodollarSOFR Loan Rate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders reasonably determine that the Adjusted LIBO Eurodollar BaseSOFR Loan Rate or the LIBO Eurodollar RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent (upon receiving notice from the Required Lenders of any such determination) shall give written notice thereof to the Borrower Borrowers and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist (which notice the Administrative Agent agrees to give promptly when such circumstances no longer exist), (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR EurodollarSOFR Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof on the last day of the Interest Period applicable thereto as an ABR Borrowing Borrowing, and (ii) if any the Borrowing Request requests a EurocurrencySOFR EurodollarSOFR Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effectUpon receiving such notice from the Administrative Agent, the Lead Borrower may revoke any pending request for a Borrowing, conversion or continuation of a EurodollarSOFR Borrowing. (b) IfSubject to clause (c) below, if any Lender determines that any Applicable Law has made it unlawful, or if any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain, fund or continue any EurodollarSOFR Borrowing, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank marketsecured overnight financing rate, then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, any obligations of such Lender to make, maintain, fund or continue EurodollarSOFR Loans or to convert ABR Borrowings to EurodollarSOFR Borrowings will be suspended until such Lender notifies the Administrative Agent request and the Required Lenders to confirm Borrowers that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness determination no longer exist. Upon receipt of such Market Disruption Event shall in any way affect notice, the Borrowers will upon demand from such Lender (with a copy to the Administrative Agent’s ), either convert or Required Lenders’ right prepay all EurodollarSOFR Borrowings of such Lender to provide ABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such EurodollarSOFR Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any additional notices of a Market Disruption Event as provided in this Section 2.14such conversion or prepayment, the Borrowers will also pay accrued interest on the amount so converted or prepaid.

Alternate Rate of Interest. Subject to Section 2.27, if, (i) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanRate Advance: (aA) the Administrative Agent reasonably determines (which determination shall be conclusive presumed correct absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bB) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans Advances included in such Borrowing Eurocurrency Rate Advance for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give written notice (by facsimile transmission or electronic transmission (in .pdf format)) thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any Interest Election Request that requests request for the conversion Conversion of any applicable Borrowing a Base Rate Advance to, or continuation of any such Borrowing Eurocurrency Rate Advance as, a EurocurrencySOFR Borrowing Eurocurrency Rate Advance shall be ineffective and ineffective, and, in the case of any request for the continuation of a Eurocurrency Rate Advance, such Borrowing Eurocurrency Rate Advance shall be converted to or continued as onof on the last day of the then current Interest Period applicable thereto as be converted to an ABR Borrowing Base Rate Advance and (iiy) if any Notice of Borrowing Request requests a EurocurrencySOFR BorrowingEurocurrency Rate Advance, such Borrowing shall be made as an ABR Borrowing. During a Base Rate Advance. (ii) Notwithstanding anything to the contrary in this Agreement or any period in which a Market Disruption Event is in effectother Loan Documents, Borrower may request that if the Administrative Agent request determines (which determination shall be conclusive absent manifest error), or the Required Lenders to confirm that notify the circumstances giving rise Administrative Agent (with a copy to the Market Disruption Event continue to be in effect; provided Borrower) that they have determined, that: (A) Borrower shall adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for any requested Interest Period, including, without limitation, because the Adjusted LIBO Rate or the LIBO Rate, as applicable, is not available or published on a current basis and such circumstances are unlikely to be permitted to submit any such request more than once in any 30‑day period and temporary; or (B) nothing contained in this Section 2.14 the supervisor for the administrator of the Adjusted LIBO Rate or the failure LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Adjusted LIBO Rate or the LIBO Rate, as applicable, shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to provide confirmation replace the Adjusted LIBO Rate or the LIBO Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of the continued effectiveness Adjusted LIBO Rate or the LIBO Rate, as applicable (any such proposed rate, a “LIBO Successor Rate”), together with any proposed LIBO Successor Rate Conforming Changes (but, for the avoidance of doubt, such related changes shall not include a reduction in the Applicable Margin); provided, that if such alternate rate of interest would be less than 1% per annum, such rate shall be deemed to be 1% per annum for purposes of this Agreement, and, notwithstanding anything to the contrary in Section 9.01, any such amendment shall become effective at 5:00 P.M. (New York City time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Lenders comprising the Required Lenders have delivered to the Administrative Agent notice that such Required Lenders do not accept such amendment. If no LIBO Successor Rate has been determined and the circumstances under clause (A) above exist, the obligation of the Lenders to make or maintain Eurocurrency Rate Advances shall be suspended (to the extent of the affected Eurocurrency Rate Advances or Interest Periods). Upon receipt of such Market Disruption Event shall notice, the Borrower may revoke any pending request for a Eurocurrency Rate Advance or, conversion to or continuation of Eurocurrency Rate Advances (to the extent of the affected Eurocurrency Rate Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Advances in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14amount specified therein.

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement first day of any Interest Period the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the relevant Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for a Eurocurrency Borrowingany ascertaining the Eurodollar RateAdjusted Term SOFR Loan: or Adjusted Daily Compounded SOFR for such Interest Period, or that such Eurodollar RateAdjusted Term SOFR or Adjusted Daily Compounded SOFR is not available, the Administrative Agent shall give telecopy or telephonic notice thereof to such Borrower and the Lenders as soon as practicable thereafter. If such notice is given, then (ax) any EurodollarSOFR Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to EurodollarSOFR Loans shall be continued as ABR Loans and (z) any outstanding EurodollarSOFR Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall such Borrower have the right to convert Loans to Eurodollar Loans. If at any timeUpon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.12. Subject to this Section, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate (i) the circumstances set forth in above are unlikely to be temporary or (ii) the circumstances set forth above have not arisen but either (w) the supervisor for the administrator of the Screen Rate has made a public statement that the administrator of the Screen Rate is insolvent (and reasonable means do not exist there is no successor administrator that will continue publication of the Screen Rate), (x) the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate), (y) the supervisor for ascertaining the Adjusted LIBO administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the LIBO RateTerm SOFR or Term SOFRAdministrative Agent has made a public statement identifying a specific date after which the Screen Rate may no longer be used for determining interest rates for loans, as applicable, then the Administrative Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the Eurodollar Base Rate and/or Eurodollar Rate that gives due consideration to the then prevailing market convention for such Interest Period; provided that no Benchmark Transition Event shall have occurred determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); or (b) provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the Administrative Agent is advised by purposes of this Agreement. Notwithstanding anything to the Required Lenders that the Adjusted LIBO Rate contrary in Section 11.07, such amendment shall become effective without any further action or the LIBO RateTerm SOFR or Term SOFR, consent of any other party to this Agreement so long as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, the Administrative Agent shall give not have received, within five Business Days of the date notice thereof of such alternate rate of interest is provided to the Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing asLenders, a EurocurrencySOFR Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request written notice from the Required Lenders stating that such Required Lenders object to confirm that the circumstances giving rise to the Market Disruption Event continue to such amendment. Until an alternate rate of interest shall be determined in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in accordance with this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in 2.06, (x) any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14.notice

Alternate Rate of Interest. Subject to Section 2.27(a) In the event, ifand on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan: (a) Eurodollar Borrowing the Administrative Agent determines (shall have determined that Dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which determination shall be conclusive absent manifest error) such Dollar deposits are being offered will not adequately and fairly reflect the cost to the majority of Lenders of making or maintaining Eurodollar Loans during such Interest Period, or that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), thenRate, the Administrative Agent shall shall, as soon as practicable thereafter, give written notice thereof of such determination to the Borrower and the applicable Lenders by telephoneLenders. In the event of any such determination, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and until the Administrative Agent notifies shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests request by the conversion of any applicable Borrower for a Eurodollar Borrowing to, pursuant to Section 2.03 or continuation of any such Borrowing as, a EurocurrencySOFR Borrowing 2.10 shall be ineffective and such Borrowing shall deemed to be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Borrowing, such Borrowing shall be made as request for an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that Each determination by the Administrative Agent request under this Section shall be conclusive absent manifest error. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has provided such proposed amendment to the Borrower without any further action or consent of any Lender, so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from the Required Lenders Lenders. Any such amendment with respect to confirm an Early Opt-in Election will become effective on the date that the circumstances giving rise Lenders have delivered to the Market Disruption Event continue Administrative Agent written notice that the Lenders accept such amendment. No replacement of the LIBO Rate with a Benchmark Replacement pursuant to be this subsection (b) will occur prior to the applicable Benchmark Transition Start Date. (ii) 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 effect; provided that any other Loan 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. (iii) The Administrative Agent will promptly notify the Borrower and the Lenders of (A) any known occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes and (D) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.08, 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 the Borrower, except, in each case, as expressly required pursuant to this Section 2.08. (iv) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower shall not may revoke any request for a Borrowing of, conversion to or continuation of Eurodollar Loans to be permitted made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to submit have converted any such request more than once into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period, the component of the Alternate Base Rate based upon the LIBO Rate will not be used in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation determination of the continued effectiveness of such Market Disruption Event shall Alternate Base Rate. (v) Notwithstanding anything herein or in any way affect other Loan Document to the Administrative Agent’s contrary, except as otherwise consented to in writing by the Borrower, any amendments to the Loan Documents made in connection with replacing the LIBO Rate with a Benchmark Replacement shall be undertaken in a manner that satisfies any applicable requirements under Proposed Treasury Regulations Section 1.1001-6 (or Required Lenders’ right to provide any additional notices successor or final United States Treasury regulations or other official guidance from the Internal Revenue Service) such that the applicable amendments shall not result in a deemed exchange of a Market Disruption Event as provided in this any Loan under Section 2.141001 of the Code.

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanBorrowing: (a) deposits in Dollars or the applicable Alternative Currency are not being offered to banks in the applicable offshore interbank market for the applicable amount, Interest Period and currency of such Borrowing; (b) none or only one of the Reference Banks supplies a rate to the Administrative Agent to be used, and/or the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining exist, to determine the Adjusted LIBO Rate Screen Rate, LIBOR or the LIBO RateTerm SOFR or Term SOFREURIBOR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bc) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate Screen Rate, LIBOR or the LIBO RateTerm SOFR or Term SOFREURIBOR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Representative and the applicable Lenders by telephone, telephone or facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, , (i) the Loans of each Lender included in each affected Borrowing shall bear interest at a rate equal to the sum of (A) the rate notified to the Administrative Agent by such Lender as soon as practicable, and in any event before interest is due to be paid in respect of such Interest Period, to be that which expresses as a percentage rate per annum the actual cost to such Lender of funding its Loans included in such affected Borrowing from whatever source such Lender may reasonably select, plus (B) the Applicable Margin, plus (C) the Mandatory Cost (if any) applicable to the Loans of such Lender included in such affected Borrowing; and (ii) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Borrowing in any affected Alternative Currency shall be ineffective and any such Borrowing denominated in an Alternative Currency shall be converted to prepaid or continued as onof redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests thereto, with a EurocurrencySOFR Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period subsequent Interest Period chosen by the Borrower Representative in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14duly completed Interest Election Request.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If at least two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowingany Term SOFR LoanBorrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm Term SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm Term SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, telephone or facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees to do promptly thereafter, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Term SOFR Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Notice of Borrowing Request requests a EurocurrencySOFR BorrowingTerm SOFR Borrowing in Dollars, then such Borrowing shall be made as an ABR Borrowing. During any period ; provided, however, that, in which a Market Disruption Event is in effecteach case, the Borrower may request revoke any Notice of Borrowing that is pending when such notice is received. (b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Borrower and Administrative Agent determine in good faith, or the Borrower and Required Lenders notify the Administrative Agent request that the Borrower and Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining Term SOFR for any Interest Period hereunder or any other tenors of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis, and such circumstances are unlikely to be temporary; or (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator ceased permanently or indefinitely to use Term SOFR or the Term SOFR Screen Rate for similarly situated borrowers under Dollar-denominated syndicated credit facilities as the Facilities; provided that, at such time, there is no successor administrator that will continue to provide Term SOFR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over such administrator has ceased to provide Term SOFR or has made a public statement announcing that all Interest Periods and other tenors of Term SOFR are no longer representative; or (iv) at least five (5) currently outstanding syndicated loans for similarly situated borrowers under syndicated credit facilitates in the same currencies as the Facilities are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace Term SOFR, each available for review (including by way of availability through posting on DebtDomain, Intralinks, Debt X, SyndTrak Online or by similar electronic means) and identified by each of the Administrative Agent and the Borrower, then, reasonably promptly after such determination by the Borrower and the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR in accordance with this Section 2.14(b) with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate established by the Borrower and the Administrative Agent (acting at the Direction of the Required Lenders), giving due consideration to any evolving or then existing convention for similarly situated borrowers under Dollar-denominated syndicated credit facilities as the Facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similarly situated borrowers under Dollar-denominated syndicated credit facilities as the Facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as reasonably selected by the Administrative Agent (in consultation with the Borrower) from time to time in its reasonable discretion and may be periodically updated with the consent of the Borrower (the “Adjustment”; and any such proposed rate, a “Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders to confirm that the circumstances giving rise have delivered to the Market Disruption Event continue to be in effect; provided Administrative Agent written notice that such Required Lenders (A) Borrower in the case of an amendment to replace Term SOFR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace Term SOFR with a rate described in clause (y), object to such amendment; provided that, for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be permitted entitled to submit object to any SOFR-Based Rate contained in any such request more than once amendment. Such Successor Rate shall be applied in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect a manner consistent with market practice as reasonably determined by the Administrative Agent’s ; provided that, to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower. If no Successor Rate has been determined and the circumstances under clause (i) above exist or Required Lenders’ the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans shall be suspended, (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) the Term SOFR component shall no longer be utilized in determining the Alternate Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of a Successor Rate shall provide that in no event shall such Successor Rate be less than (x) in the case of Initial Term Loans, 0.50% per annum for purposes of this Agreement and (y) otherwise, zero for purposes of this Agreement. In connection with the implementation of a Successor Rate, the Administrative Agent with the consent of the Borrower will have the right to provide make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any additional notices other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other Lender party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Successor Conforming Changes to the Lenders (with a Market Disruption Event as provided in this Section 2.14copy to the Borrower) reasonably promptly after such amendment becomes effective.

Alternate Rate of Interest. Subject (a) IfSubject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.272.14, if, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanBorrowing of any Class: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicablethe case may be, forapplicable (including because the LIBO Screen Rate is not available or published on a current basis), for the applicable Agreed Currency and such Interest Period; , provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the a Majority in Interest of thethe Required Lenders of such Class that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate as the case may be, as applicableforapplicable, for the applicable Agreed Currency and such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for the applicable Agreed Currency and such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders of such Class by telephone, facsimile transmission or PDF attachment to an email othertelecopy or electronic imagingmail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders of such Class that the circumstances giving rise to such notice no longer exist, (iiA) any Interest Election Request that requests the conversion of any applicable Revolving Borrowing of such Class to, or continuation of any Revolving Borrowing of such Borrowing Class as, a EurocurrencySOFR Borrowing Eurocurrency Borrowing, shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and ineffective, (iiiiB) if any affected Eurocurrency Borrowing that is requested to be continued shall be continued Borrowing Request requests a EurocurrencySOFR BorrowingEurocurrency Revolving Borrowing in dollars, such Borrowing shall be made as an ABR Borrowing and (iiiC ) if any Borrowing Request for an affectedrequests a Eurocurrency Borrowing be deemed a request for an ABR Borrowing. (b) in a Permitted Foreign Currency, then such request shall be ineffective; provided that if the circumstances giving rise to such notice affect only one Type of Borrowing, then the other Types of Borrowings shall be permitted. During Furthermore, if If at any period in which a Market Disruption Event is in effect, Borrower may request that time the Administrative Agent request determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such amendment is provided to the Lenders, a written notice from the Required Lenders of each Class stating that such Required Lenders object to confirm such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.14(b), only to the extent the LIBO Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective, (y) if any Borrowing Request requests a Eurocurrency Borrowing denominated in dollars, such Borrowing shall be made as an ABR Borrowing and (z) any request by the Borrower forEurocurrency Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.14(a) with respect to the Adjusted LIBO Rate or the LIBO Rate (as applicable) for such Eurocurrency Loan then (i) if such Eurocurrency Loan is denominated in dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in dollars on such day or (ii) if such Eurocurrency Loan is denominated in any Agreed Currency (other than dollars), then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an ABR Loan denominated in dollars (in an amount equal to the Dollar Equivalent of such Agreed Currency) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, local time, the Administrative Agent is authorized to effect such conversion of such Eurocurrency Loan into an ABR Loan denominated in dollars), and, in the case of such subclause (B), upon the Borrower’s receipt of notice from the Administrative Agent that the circumstances giving rise to the Market Disruption Event continue aforementioned notice no longer exist, such ABR Loan denominated in dollars shall then be converted by the Administrative Agent to, and shall constitute, a Eurocurrency BorrowingLoan denominated in asuch original Agreed Currency (in an amount equal to the Permitted Foreign Currency shall be ineffective; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in zero for the purposes of this Section 2.14 or the failure to provide confirmation of the continued effectiveness Agreement.Equivalent of such Market Disruption Event shall in any way affect Agreed Currency) on the day of such notice being given to the Borrower by the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14.

Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.272.13, if, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Eurodollar Loan: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or Eurodollar Rate, as applicable (including because the LIBO RateTerm SOFR Screen Rate is not available or Term SOFR, as applicablepublished on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing Loan for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Eurodollar Loans requested to be made on the first day of such Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Borrowing Period shall be ineffective and made as ABR Loans, (B) any Loans that were to have been converted on the first day of such Borrowing Interest Period to Eurodollar Loans shall be converted to or continued as onof ABR Loans and (C) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Loans to Eurodollar Loans. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) 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 Loan Document in respect of any 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 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 Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable thereto Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. (d) In connection with the 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 Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an ABR Borrowing event, circumstance or date and any decision to take or refrain from taking any action or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or Eurodollar Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Loan, any conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing Request requests a EurocurrencySOFR Borrowing, such Borrowing shall be made as an of or conversion to ABR BorrowingLoans. During any period Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in which a Market Disruption Event any determination of ABR. (o) Section 3.1(b) of the Credit Agreement is in effecthereby amended to add the following provision to read as follows: “Without limitation of the foregoing, Borrower may request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower an Issuing Bank shall not be permitted under any obligation to submit issue any Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such request more than once Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender shall prohibit, or require that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any 30‑day period restriction, reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material to it.” (Bp) nothing contained in this Section 2.14 or the failure to provide confirmation 7.1(c) of the continued effectiveness of such Market Disruption Event shall Credit Agreement is hereby amended and restated in any way affect the Administrative Agent’s or Required Lenders’ right its entirety to provide any additional notices of a Market Disruption Event read as provided in this Section 2.14.follows:

Alternate Rate of Interest. Subject to Section 2.27, if, prior Notwithstanding anything to the commencement of contrary in this Agreement or any Interest Period for a Eurocurrency Borrowingany SOFR Loan: (a) other Loan Documents, if the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Required Lenders have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the Adjusted LIBO Rate is not available or the LIBO RateTerm SOFR or Term SOFR, as applicable, for published on a current basis and such Interest Period; provided that no Benchmark Transition Event shall have occurred at such timecircumstances are unlikely to be temporary; or (bii) the supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate has made a public statement identifying a specific date after which LIBOR or the LIBO RateTerm SOFR Rate shall no longer be made available, or Term SOFRused for determining the interest rate of loans (such specific date, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption EventScheduled Unavailability Date”), then, after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the syndicated loan market in the United States in lieu of LIBOR (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and, notwithstanding anything to the contrary in Section 9.02, any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall give notice thereof have posted such proposed amendment to all Lenders and the Borrower and unless, prior to such time, Lenders comprising the applicable Required Lenders by telephone, facsimile transmission or PDF attachment have delivered to an email as promptly as practicable thereafter and until the Administrative Agent notifies the Borrower notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the Lenders that the circumstances giving rise to such notice no longer exist, under clause (i) above exist, the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended, (to the extent of the affected Eurocurrency Loans or Interest Periods). Upon receipt of such notice, the Borrower may revoke any Interest Election Request that requests the pending request for a Eurocurrency Borrowing of, conversion of any applicable Borrowing to, to or continuation of any such Borrowing as, a EurocurrencySOFR Borrowing shall be ineffective and such Borrowing shall be converted Eurocurrency Loans (to or continued as onof the last day extent of the affected Eurocurrency Loans or Interest Period applicable thereto as an ABR Borrowing and (iiPeriods) if any Borrowing Request requests a EurocurrencySOFR Borrowingor, such Borrowing shall failing that, will be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders deemed to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any have converted such request more into a request for a Borrowing of ABR Loans in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than once in any 30‑day period and (B) nothing contained in zero for purposes of this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14Agreement.

Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.272.14, if, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicableapplicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing ineffective, and (iiB) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request ; provided that the Administrative Agent request the Required Lenders to confirm that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the Market Disruption Event continue other Type of Borrowings shall be permitted. (b) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.14), if a Benchmark Transition Event or an Early Opt-in effectElection, as applicable, and 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) 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 Loan Document in respect of any 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 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 Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that that, this clause (Ac) Borrower shall not be permitted effective unless the Administrative Agent has delivered to submit any such request more than once the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. (d) In connection with the 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 30‑day period other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (Bv) nothing contained in the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14 2.14, including any determination with respect to a tenor, rate or the failure to provide confirmation adjustment or of the continued effectiveness occurrence or non-occurrence of such Market Disruption Event shall an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any way affect the Administrative Agent’s other party to this Agreement or Required Lenders’ right any other Loan Document, except, in each case, as expressly required pursuant to provide any additional notices of a Market Disruption Event as provided in this Section 2.14. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative ​ Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.274.03, if, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan: Eurodollar Rate Advance: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Base Rate or the LIBO RateTerm SOFR or Term SOFREurodollar Rate, as applicableapplicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Base Rate or the LIBO RateTerm SOFR or Term SOFREurodollar Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing Advance for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Borrowing/Election Request Notice that requests the conversion of any applicable Borrowing Advance to, or continuation of any such Borrowing Advance as, a EurocurrencySOFR Borrowing Eurodollar Advance shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (iiB) if any Borrowing Request Borrowing/Election Notice requests a EurocurrencySOFR BorrowingEurodollar Advance, such Borrowing Advance shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request Floating Rate Advance; provided that the Administrative Agent request the Required Lenders to confirm that if the circumstances giving rise to such notice affect only one Type of Advances, then the Market Disruption Event continue other Type of Advances shall be permitted. (b) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 4.03) , if a Benchmark Transition Event or an Early Opt-in effect; provided that Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (Ax) Borrower shall not be permitted to submit 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 Loan Document in respect of such request more than once in Benchmark setting and subsequent Benchmark settings without any 30‑day period amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (By) nothing contained if a Benchmark Replacement is determined in this Section 2.14 or the failure to provide confirmation accordance with clause (3) of the continued effectiveness 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 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 Market Disruption Event shall in Benchmark Replacement is provided to the Lenders without any way affect the Administrative Agent’s amendment to, or Required Lenders’ right to provide further action or consent of any additional notices of a Market Disruption Event other party to, this Agreement or any other Loan Document so long as provided in this Section 2.14.the

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanBorrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the applicable Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurocurrency Borrowing denominated in such currency shall be ineffective and such Borrowing shall be converted to or continued as onof on the last day of the Interest Period applicable thereto as thereto, an ABR Borrowing and (iiB) if any Borrowing Request requests a EurocurrencySOFR Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing. During If at any period in which a Market Disruption Event is in effect, Borrower may request that time the Administrative Agent request and the Borrower determine (which determination shall be conclusive absent manifest error) that (i) the circumstance set forth in Section 2.14(a) above has arisen and such circumstance is unlikely to be temporary or (ii) the circumstance set forth in Section 2.14(a) has not arisen but the supervisor for the administrator of the LIBO Rate, or the administrator of the LIBO Rate, or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be published or used for determining interest rates for loans, then (A) if the Administrative Agent and the Borrower reasonably determine that there exists a then prevailing market convention for determining a reference rate of interest for syndicated loans in Dollars as the successor to interest rates based on the LIBO Rate, the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (and such amendment shall, notwithstanding anything to the contrary in Section 9.08, become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and amendment), or (B) nothing contained if the Administrative Agent and the Borrower are unable to reasonably determine that a then prevailing market convention for determining a rate of interest for syndicated loans in the U.S. as the successor to interest rates based on the LIBO Rate does exist, the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect an alternate rate of interest and such other related changes to this Agreement as may be applicable, in each case that are acceptable to the Borrower and the Administrative Agent (and such amendment shall, notwithstanding anything to the contrary in Section 2.14 or 9.08, become effective so long as the failure to provide confirmation Administrative Agent shall not have received, within five Business Days of the continued effectiveness date notice of such Market Disruption Event shall in any way affect alternate rate of interest is provided to the Administrative Agent’s or Lenders, a written notice from the Required Lenders’ right Lenders stating that such Required Lenders object to provide any additional notices of a Market Disruption Event as provided in this Section 2.14such amendment).

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany EurodollarTerm SOFR Loanor CDOR Rate Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) ), that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO RateTerm SOFR or the CDOR Rate (including because the LIBO ScreenTerm SOFR Reference Rate or the LIBO RateTerm SOFR or Term SOFRCDO Screen Rate, as applicable, is not available or published on a current basis) for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, the CDOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and thereafter, but not later than 10:00 a.m. (London time, or in the case of a CDOR Rate Borrowing, New York City time) on the first day of such Interest Period, and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR an affected EurodollarTerm SOFR or CDOR Rate Borrowing shall be ineffective and such ineffective, (B) any affected EurodollarTerm SOFR Borrowing that is requested to be continued shall be converted to or an ABR Borrowing on the last day of the Interest Period applicable thereto, (C) any affected CDOR Rate Borrowing that is requested to be continued as onof shall be converted to a Canadian Prime Rate Borrowing on the last day of the Interest Period applicable thereto as an ABR Borrowing and (iiD) if any Borrowing Request requests an affected EurodollarTerm SOFR or CDOR Rate Borrowing, then, unless the applicable Borrower notifies the Administrative Agent by 2:00 p.m. (London time, or in the case of a EurocurrencySOFR CDOR Rate Borrowing, New York City time) on the date of such Borrowing that it elects not to borrow on such date, such Borrowing shall (1) in the case of a Borrowing denominated in US Dollars, be made as deemed a request for an ABR Borrowing or (2) in the case of a Borrowing denominated in Canadian Dollars, be deemed a request for a Canadian Prime Rate Borrowing. During . (b) Notwithstanding anything to the contrary herein or in any period other Loan Document, if a Benchmark Transition Event or an Early Opt-in which Election, as applicable, and 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 Market Disruption Event Benchmark Replacement is determined in effectaccordance with clause (1) or (2) of the definition of “Benchmark Replacement” with respect to US Dollars for such Benchmark Replacement Date, Borrower may request that such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (32) of the definition of “Benchmark Replacement” with respect to US Dollars or CAD 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 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 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 request has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders to confirm that the circumstances giving rise Lenders. (c) Notwithstanding anything to the Market Disruption contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, with respect to a Loan denominated in US Dollars, if a Term SOFR Transition Event continue and its related Benchmark Replacement Date have occurred prior to be the Reference Time in effectrespect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that that, this clause (Ac) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect effective unless the Administrative Agent’s or Required Lenders’ right Agent has delivered to provide any additional notices the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Market Disruption Term SOFR Transition Event as provided and may do so in this Section 2.14its sole discretion.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany EurodollarTerm SOFR Loanor CDOR Rate Borrowing: (a1) the Administrative Agent determines (which determination shall be conclusive absent manifest error) ), that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO RateTerm SOFR or the CDOR Rate (including because the LIBO ScreenTerm SOFR Reference Rate or the LIBO RateTerm SOFR or Term SOFRCDO Screen Rate, as applicable, is not available or published on a current basis) for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (b2) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, the CDOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and thereafter, but not later than 10:00 a.m. (London time, or in the case of a CDOR Rate Borrowing, New York City time) on the first day of such Interest Period, and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR an affected EurodollarTerm SOFR or CDOR Rate Borrowing shall be ineffective and such ineffective, (B) any affected EurodollarTerm SOFR Borrowing that is requested to be continued shall be converted to or an ABR Borrowing on the last day of the Interest Period applicable thereto, (C) any affected CDOR Rate Borrowing that is requested to be continued as onof shall be converted to a Canadian Prime Rate Borrowing on the last day of the Interest Period applicable thereto as an ABR Borrowing and (iiD) if any Borrowing Request requests an affected EurodollarTerm SOFR or CDOR Rate Borrowing, then, unless the applicable Borrower notifies the Administrative Agent by 2:00 p.m. (London time, or in the case of a EurocurrencySOFR CDOR Rate Borrowing, New York City time) on the date of such Borrowing that it elects not to borrow on such date, such Borrowing shall (1) in the case of a Borrowing denominated in US Dollars, be made as deemed a request for an ABR Borrowing or (2) in the case of a Borrowing denominated in Canadian Dollars, be deemed a request for a Canadian Prime Rate Borrowing. During [[6065579]] (xxii) Notwithstanding anything to the contrary herein or in any period other Loan Document, if a Benchmark Transition Event or an Early Opt-in which Election, as applicable, and 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 Market Disruption Event Benchmark Replacement is determined in effectaccordance with clause (1) or (2) of the definition of “Benchmark Replacement” with respect to US Dollars for such Benchmark Replacement Date, Borrower may request that such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (32) of the definition of “Benchmark Replacement” with respect to US Dollars or CAD 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 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 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 request has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any the Interest Period for a Eurocurrency Borrowingany SOFR Loanany Eurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, Rate for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time, including, without limitation, because the LIBO Screen Rate is not available or published on a current basis; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephoneelectronic means, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ix) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective ineffective, and such Borrowing (unless prepaid) shall be continued as, or converted to or continued as onof the last day of the Interest Period applicable thereto as to, an ABR Borrowing and (iiy) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. During . (b) If at any period in which a Market Disruption Event is in effect, Borrower may request that time the Administrative Agent request determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that (i) the circumstances set forth in clause (a)(i) of this Section have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) of this Section have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.02, such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent has posted such proposed amendment to the Lenders and the Borrower without any further action or consent of any other party to this Agreement so long as prior to such time the Administrative Agent shall not have received a written notice from the Required Lenders stating that such Required Lenders object to confirm that such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 2.14(b) (but, in the case of the circumstances giving rise described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 2.14(b), only to the Market Disruption Event continue to extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period ineffective and (By) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of if any Borrowing Request requests a Eurodollar Borrowing, such Market Disruption Event Borrowing shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event be made as provided in this Section 2.14an ABR Borrowing.

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanBorrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (b) the Administrative Agent is advised by the Required Lenders that in their reasonable determination the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period Period; or (each of clauses c) the Administrative Agent determines (awhich determination shall be conclusive absent manifest error) and (b)that deposits in the applicable Committed Currency are not generally available, a “Market Disruption Event”)or cannot be obtained by the Lenders, thenin the London interbank market, as applicable; then the Administrative Agent shall give notice thereof to the Company and the applicable Borrower and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Revolving Borrowing to, or continuation of any such Revolving Borrowing as, a EurocurrencySOFR Eurocurrency Borrowing shall be ineffective ineffective, and such any Eurocurrency Borrowing shall so requested to be converted to continued shall, at the option of the Company or continued as onof the applicable Borrower, be repaid on the last day of the then current Interest Period applicable with respect thereto as or shall be converted to an ABR Borrowing and denominated in dollars at the Exchange Rate determined by the Administrative Agent in accordance with this Agreement on the last day of the then current Interest Period with respect thereto, (ii) if any Borrowing Request requests a EurocurrencySOFR BorrowingEurocurrency Revolving Borrowing in dollars, such Borrowing shall be made as an ABR Borrowing. During Borrowing and (iii) any period request by any Borrower for any other Eurocurrency Borrowing in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to affected Committed Currency shall be in effectineffective; provided that (A) Borrower if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained if the circumstances giving rise to such notice do not affect all applicable currencies, then requests for Eurocurrency Borrowings may be made in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14currencies that are not affected thereby.

Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.272.16, if, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicableapplicable (including because the LIBO Screen Rate is not available or published on a current basis), for a Loan for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; , or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for a Loan for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b)Period, a “Market Disruption Event”), then, then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist (which notification shall be made promptly after the Administrative Agent obtains knowledge of the cessation of the circumstances referenced in clause (i) above or receives notice from the Required Lenders in respect of the cessation of circumstances referenced in clause (ii) above), (iA) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (iiB) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. (b) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.16), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) 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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the 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 Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. (d) 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 Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.16, 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.16. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any period in which Benchmark Unavailability Period or at any time that a Market Disruption Event tenor for the then-current Benchmark is in effectnot an Available Tenor, Borrower may request that the Administrative Agent request component of ABR based upon the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall then-current Benchmark or such tenor for such Benchmark, as applicable, will not be permitted to submit any such request more than once used in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation determination of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14ABR.

Alternate Rate of Interest. (a) Inability to Determine Applicable Interest Rate. Subject to Section 2.272.11(b), if, prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan: : (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate Term SOFR or the LIBO RateTerm SOFR EURIBO Rate (including because the Relevant Screen Rate is not available or Term SOFR, as applicable, published on a current basis) for the applicable Agreed Currency for such Interest PeriodPeriod or (B) at any time, that adequate and reasonable means do not exist for ascertaining the Adjusted Daily Simple SOFR, the Daily Simple ▇▇▇▇▇ or the RFR for the applicable Agreed Currency; provided that no Benchmark Transition Event shall have occurred at such time; or or (bii) the Administrative Agent is advised by the Required Lenders (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that the Adjusted LIBO Rate Term SOFR or the LIBO RateTerm SOFR or Term SOFR, as applicable, EURIBO Rate for the applicable Agreed Currency for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period or (each B) at any time, that the Adjusted Daily Simple SOFR or the Daily Simple ▇▇▇▇▇ for the applicable Agreed Currency will not adequately and fairly reflect the cost to such Lenders of clauses (a) and (b), a “Market Disruption Event”), then, making or maintaining their Loans included in any RFR Borrowing; then the Administrative Agent shall give notice thereof to the Borrower Company and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer existexist with respect to the relevant Benchmark, (iA) in the case of Loans denominated in US Dollars, any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR an affected Term Benchmark Borrowing or RFR Borrowing and any Borrowing Request that requests an affected Term Benchmark Borrowing or RFR Borrowing shall instead be ineffective deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (1) a Daily Simple SOFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.11(a)(i) or 2.11(a)(ii) or (2) an ABR Borrowing if the Adjusted Daily Simple SOFR is also the subject of Section 2.11(a)(i) or 2.11(a)(ii) and such (B) in the case of Loans denominated in any Alternative Currency, any Interest Election Request that requests the continuation of any Borrowing as an affected Term Benchmark Borrowing and any Borrowing Request that requests an affected Term Benchmark Borrowing or RFR Borrowing, in each case, for the relevant Benchmark shall be converted ineffective. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the with respect to the relevant Benchmark applicable to such Term Benchmark Loan or continued RFR Loan, then until the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark, (A) in the case of Loans denominated in US Dollars, (1) if such Loan is a Term Benchmark Loan, such Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan convert to (x) a Daily Simple SOFR Loan so long as onof the Adjusted Daily Simple SOFR is not also the subject of Section 2.11(a)(i) or 2.11(a)(ii) or (y) an ABR Loan in the Adjusted Daily Simple SOFR is also the subject of Section 2.11(a)(i) or 2.11(a)(ii) and (2) if such Loan is an RFR Loan, such RFR Loan shall on such date convert to an ABR Loan and (B) in the case of Loans denominated in any Alternative Currency, (1) if such Loan is a Term Benchmark Loan, such Loan shall be prepaid in full by the applicable Borrower on the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii2) if any Borrowing Request requests a EurocurrencySOFR Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14.if

Alternate Rate of Interest. Subject to Section 2.27, if(a) If, prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanPeriod: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm Term SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Majority Lenders that the Adjusted LIBO Rate or the LIBO RateTerm Term SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission e-mail or PDF attachment to an email telephone as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Borrowing, such each Borrowing shall be made as an ABR Borrowing. During . (b) If, at any period time, the Majority Lenders determine (which determination shall be conclusive and binding absent manifest error) that (i) the circumstances set forth in Section 3.03(a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.03(a) have not arisen but (w) the Term SOFR Administrator has made a public statement or published information that the Term SOFR Administrator has ceased or is insolvent (and there is no successor administrator that will continue publication of Term SOFR), (x) the Term SOFR Administrator has made a public statement or has published information (or a public statement or information is published on its behalf) which states that Term SOFR will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Term SOFR), (y) the supervisor for the Term SOFR Administrator, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the Term SOFR Administrator, a Market Disruption Event resolution authority with jurisdiction over the Term SOFR Administrator or a court or an entity with similar insolvency or resolution authority over the Term SOFR Administrator has made a public statement or has published information which states that the Term SOFR Administrator has ceased or is insolvent or Term SOFR will permanently or indefinitely cease to be published or (z) the supervisor for the Term SOFR Administrator or a Governmental Authority has made a public statement identifying or has published information which states that Term SOFR is no longer representative or Term SOFR may no longer be used for determining interest rates for dollar-denominated credit facilities, then the Majority Lenders and the Borrower (in effect, Borrower may request that consultation with the Administrative Agent request as to the Required Lenders administrability of such alternate rate) shall endeavor to confirm establish an alternate rate of interest as a replacement to Term SOFR that gives due consideration to the then prevailing or evolving market convention for determining a rate of interest for dollar-denominated credit facilities or other comparable debt instruments in the United States at such time and shall enter into (and direct the Administrative Agent to enter into) an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Until an alternate rate of interest shall be determined in accordance with this Section 3.03(b) (but, in the case of the circumstances giving rise described in clause (ii) of the first sentence of this Section 3.03(b), only to the Market Disruption Event continue extent Term SOFR for such Interest Period is not available or published at such time on a current basis), any outstanding Term SOFR Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans. If any such alternate rate of interest established in lieu of Term SOFR through this Section 3.03 shall be less than 1.50%, such rate shall be deemed to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in 1.50% for purposes of this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14Agreement.

Alternate Rate of Interest. Subject to Section 2.27, if, Borrowing: (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan:LIBO Rate (ai) the Administrative Agent Lender determines (which determination shall be conclusive absent manifest error) that dollar deposits in the principal amount of the Term Loans comprising such Borrowing are not generally available in the London interbank market; (ii) the Lender determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (biii) the Administrative Agent is advised by the Required Lenders Lender determines that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders the Lender of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, the Administrative Agent Term Loans; then the Lender shall promptly give notice thereof to the Borrower and the applicable Lenders by telephonetelephone or facsimile or e-mail and, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and until the Administrative Agent Lender notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests request by the Borrower for a LIBO Rate Borrowing pursuant to Section 2.03 or a conversion of any applicable Borrowing to, to or continuation of any such Borrowing as, a EurocurrencySOFR Borrowing continuance thereof pursuant to Section 2.05 shall be ineffective and such Borrowing shall deemed to be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Borrowing, such Borrowing shall be made as request for an ABR Borrowing. During In the event that the Lender shall give such a notice, the Borrower and the Lender shall promptly enter into negotiations in good faith with a view to agreeing on an alternative basis acceptable to the Borrower and the Lender for the interest rate which shall be applicable to future LIBO Rate Borrowings. (b) Notwithstanding anything to the contrary in this Agreement or any period in other Loan Documents, if the Lender determines, or the Borrower or notifies the Lender that the Borrower has determined, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for any requested Interest Period, including because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Lender has made a public statement identifying a specific date after which a Market Disruption Event is in effectthe LIBO Rate or the Screen Rate shall no longer be made available, or used for determining the interest rate of loans, then, reasonably promptly after such determination by the Lender or receipt by the Lender of such notice, as applicable, the Lender and the Borrower may request that amend this Agreement to replace the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise LIBO Rate with an alternate benchmark rate (including any mathematical or other adjustments to the Market Disruption Event continue to be in effect; provided that benchmark (Aif any) Borrower shall not be permitted to submit incorporated therein) (any such request more proposed rate, a “LIBO Successor Rate”), giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities for such alternative benchmarks. (c) Notwithstanding anything else herein, any definition of LIBO Successor Rate shall provide that in no event shall such LIBO Successor Rate be less than once in any 30‑day period and (B) nothing contained in zero for purposes of this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14Agreement.

Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.273.03, if, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Eurodollar Rate or the LIBO RateTerm SOFR or Term SOFRLIBOR Rate, as applicableapplicable (including because the LIBOR Screen Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Eurodollar Rate or the LIBO RateTerm SOFR or Term SOFRLIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Term Loans (or its Term Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request Term Loan Notice that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and ineffective; provided that if the circumstances giving rise to such Borrowing notice affect only one Type of Borrowings, then the other Type of Borrowings shall be converted permitted. (b) Notwithstanding anything to the contrary herein or continued in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as onof applicable, and its related Benchmark Replacement Date have occurred prior to the last day 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) 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 Loan Document in respect of any 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 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 Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. (d) In connection with the 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 Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.03, 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.03. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period applicable thereto as an ABR Borrowing Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Borrowing Request requests of, conversion to or continuation of Eurodollar Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a EurocurrencySOFR Borrowing, such request for a Borrowing shall be made as an ABR Borrowingof or conversion to Base Rate Loans. During any period in which Benchmark Unavailability Period or at any time that a Market Disruption Event tenor for the then-current Benchmark is in effectnot an Available Tenor, Borrower may request that the Administrative Agent request component of Base Rate based upon the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall then-current Benchmark or such tenor for such Benchmark, as applicable, will not be permitted to submit any such request more than once used in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation determination of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14Base Rate.

Alternate Rate of Interest. (a) Subject to Section 2.27clauses (b), (c), (d), (e) and (f) of this ‎section 9.2, if, prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term Benchmark Advance, that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Term SOFR Rate or the LIBO RateTerm Term SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such timeRate cannot be determined pursuant to the definition thereof; or (bii) the Administrative Agent is advised by the Required Majority Lenders that prior to the commencement of any Interest Period for a Term Benchmark Advance, the Adjusted LIBO Term SOFR Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or and maintaining their Loans Accommodations included in such Borrowing Term Benchmark Advance for such Interest Period (each Period, and the Majority Lenders have provided notice of clauses (a) and (b), a “Market Disruption Event”), then, such determination to the Administrative Agent; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter thereafter. Upon receipt of such notice and until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist with respect to the relevant Benchmark, (i) the Borrower may revoke any Interest Election pending Accommodation Request that requests a conversion or rollover of or an Advance of a Term Benchmark Advance or, failing that, an Accommodation Request that requests an Advance of a Term Benchmark Advance shall instead be deemed to be a request for a conversion or rollover of or request for an Advance of a Base Rate Advance; provided that if the conversion circumstances giving rise to such notice affect only one type of any applicable Borrowing toAdvance, or continuation then all other types of any such Borrowing as, a EurocurrencySOFR Borrowing Advance shall be ineffective permitted. Furthermore, if any Term Benchmark Advance is outstanding on the date of the Borrowers' receipt of the notice from the Administrative Agent referred to in this ‎section 9.2 with respect to a Adjusted Term SOFR Rate applicable to such Term Benchmark Advance, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such Borrowing notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers an Accommodation Request in accordance with the terms hereof, any Term Benchmark Advance shall be converted to or continued as onof on the last day of the Interest Period applicable thereto to such Term Benchmark Advance (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute a Base Rate Advance. (b) Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any 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 Lenders without any amendment to, or further action or consent of any other party to, this agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders. (c) Notwithstanding anything to the contrary herein or in any other Credit Document, the Administrative Agent will have the right, in consultation with the Borrower, to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this agreement or any other Credit Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision, selection or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this‎ section 9.2, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an ABR Borrowing event, circumstance or date and any decision to take or refrain from taking any action or any selection, 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 to this agreement or any other Credit Document, except, in each case, as expressly required pursuant to this ‎section 9.2. (e) Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of "Interest Period" for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if any Borrowing Request requests a EurocurrencySOFR Borrowingtenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, such Borrowing shall or is no longer, subject to an announcement that it is or will no longer be made as an ABR Borrowing. During any period in which representative for a Market Disruption Event is in effectBenchmark (including a Benchmark Replacement), Borrower may request that then the Administrative Agent may modify the definition of "Interest Period" for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower's receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request the Required Lenders for a Term Benchmark Advance of, conversion to confirm that the circumstances giving rise to the Market Disruption Event continue or continuation of Term Benchmark Advances to be in effect; provided that made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Advance into a request for a Advance of or conversion to a Base Rate Advance. If any Term Benchmark Advance is outstanding on the date of the Borrower's receipt of notice of the commencement of a Benchmark Unavailability Period with respect to an Adjusted Term SOFR Rate applicable to such Term Benchmark Advance, then until such time as a Benchmark Replacement is implemented pursuant to this‎ section 9.2, (A1) Borrower any Advance of a Term Benchmark Advance shall not be permitted on the last day of the Interest Period applicable to submit any such request more than once in any 30‑day period and Advance (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of next succeeding Business Day if such Market Disruption Event shall in any way affect day is not a Business Day), be converted by the Administrative Agent’s or Required Lenders’ right to provide any additional notices of Agent to, and shall constitute a Market Disruption Event as provided in this Section 2.14Base Rate Advance.

Alternate Rate of Interest. (a) Subject to Section 2.27clauses (b), if(c), (d), (e), (f) and (g) of this Subsection 1.5, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Eurodollar Loan: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO LIBOR Rate or the LIBO RateTerm SOFR or Term SOFRLIBOR Rate, as applicableapplicable (including because the LIBOR Screen Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO LIBOR Rate or the LIBO RateTerm SOFR or Term SOFRLIBOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Representative and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request that requests the conversion of request to convert any applicable Borrowing Loan to, or continuation of any such Borrowing Loan as, a EurocurrencySOFR Borrowing Eurodollar Loan shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (iiB) if any Borrowing Request borrowing request requests a EurocurrencySOFR BorrowingEurodollar Loan, such Borrowing Loan shall be made as an ABR BorrowingLoan. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) 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 Loan Document in respect of any 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 by the Administrative Agent to the Lenders and the Borrower Representative without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (other than as set forth in the definition of “Benchmark Replacement”) so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (other than as set forth in the definition of “Benchmark Replacement”); provided that, this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. (d) In connection with the 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 Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document (other than as set forth in the definition of “Benchmark Replacement”). (e) The Administrative Agent will promptly notify the Borrower Representative and the Lenders (and in any event within five Business Days) of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, the Borrower Representative or any Lender (or group of Lenders) pursuant to this Subsection 1.5, 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Subsection 1.5. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurodollar Loan borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any period Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in which a Market Disruption Event is in effect, Borrower may request that the any determination of ABR. (h) The Administrative Agent request the Required Lenders to confirm that the circumstances giving rise and, to the Market Disruption Event continue to be extent any other party hereto shall have any consent or consultation right in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation respect of the continued effectiveness selection of such Market Disruption Event Benchmark Replacement, each such applicable party shall use commercially reasonable efforts to satisfy any applicable Internal Revenue Service guidance, including Proposed Treasury Regulation 1.1001-6 and any future guidance, to the effect that a Benchmark Replacement will not result in a deemed exchange for U.S. federal income tax purposes of any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in Loan under this Section 2.14Agreement.

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanBorrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such timePeriod (in each case with respect to clause (a), the “Impacted Loans”); or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Company and the applicable Lenders by telephone, facsimile telephone or telecopy or transmission or PDF attachment to an email by electronic communication in accordance with Section 9.01 as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Company and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Revolving Borrowing to, or continuation of any such Revolving Borrowing as, a EurocurrencySOFR Eurocurrency Borrowing shall be ineffective and such Revolving Borrowing shall be converted to or continued as onof on the last day of the Interest Period applicable thereto (A) if such Revolving Borrowing is denominated in Dollars, as a Base Rate Borrowing, or (B) if such Revolving Borrowing is denominated in an ABR Alternative Currency, as a Revolving Borrowing bearing interest at such rate as the Administrative Agent and the Company may agree adequately reflects the costs to the Lenders of making or maintaining their Loans (or, in the absence of such agreement, such Revolving Borrowing shall be repaid as of the last day of the current Interest Period applicable thereto), (ii) if any Borrowing Request requests a EurocurrencySOFR BorrowingEurocurrency Revolving Borrowing denominated in Dollars, such Borrowing shall be made as a Base Rate Borrowing (or such Revolving Borrowing shall not be made if the applicable Borrower revokes (and, in such circumstances, such Borrowing Request may be revoked notwithstanding any other provision of this Agreement) by telephone, confirmed promptly in writing, not later than one Business Day prior to the proposed date of such Borrowing) and (iii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing in an ABR Borrowing. During any period in which Alternative Currency, such Borrowing shall be made as a Market Disruption Event is in effect, Borrower may request that Revolving Borrowing bearing interest at such rate as the Administrative Agent request and the Company may agree adequately reflects the costs to the Lenders of making or maintaining their Loans or, in the absence of such agreement, such Borrowing Request shall be automatically revoked notwithstanding any other provision of this Agreement. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this section, the Administrative Agent, in consultation with the Borrowers and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to confirm such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the circumstances giving rise authority of such Lender to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit do any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect foregoing and provides the Administrative Agent and the Borrowers written notice thereof. Upon the Administrative Agent’s election to establish an alternative rate of interest pursuant to this paragraph, the Company may revoke any pending request for a Borrowing of, conversion to or Required Lenders’ right continuation of Eurocurrency Loans in the affected currency or currencies (to provide the extent of the affected Eurocurrency Rate Loans or Interest Periods) without payment of any additional notices amount specified in Section 2.15, provided that such repayment is effected promptly upon receipt of a Market Disruption Event as provided in this Section 2.14such notice.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan: (a) Eurodollar Borrowing the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining no LIBOR Rate is published on the Adjusted LIBO Rate Reuters Page LIBOR01 (or the LIBO RateTerm SOFR any successor or Term SOFR, as applicable, replacement page) for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and until thereafter. Until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) each Eurodollar Loan made by the Lenders shall be converted into an ABR Loan at the end of the then current Interest Period, (B) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (iiC) if any Borrowing Request Notice requests a EurocurrencySOFR Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. During . (b) If it shall be unlawful for any period Lender to make, maintain or fund any Eurodollar Loan as contemplated by this Agreement or for any Participant to make, maintain or fund its participation interest in which a Market Disruption Event is in effectany Eurodollar Loan, Borrower may request that then such Lender or such Participant shall forthwith give notice thereof to the Administrative Agent request and the Required Lenders Borrower describing such illegality. Effective immediately upon the giving of such notice, the obligation of such Lender to confirm that make Eurodollar Loans shall be suspended for the circumstances giving rise duration of such illegality and, if and when such illegality ceases to exist, such suspension shall cease, and such Lender or such Participant shall notify the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit Administrative Agent and the Borrower. If any such request more than once in change shall make it unlawful for any 30‑day period and (B) nothing contained in this Section 2.14 Lender or any Participant to maintain any outstanding Eurodollar Loan as a Eurodollar Loan, such Lender or such Participant shall, upon the failure to provide confirmation of the continued effectiveness happening of such Market Disruption Event shall in any way affect event, notify the Administrative Agent’s , and such Loan shall immediately, or Required Lenders’ right if permitted by applicable law, rule, regulation, order, decree, interpretation, request or directive, at the end of the then current Interest Period for such Eurodollar Loan, convert from a Eurodollar Loan into an ABR Loan (it being understood and agreed that the Borrower shall be fully liable for any loss or expense incurred by the Lenders and/or the Participant pursuant to provide any additional notices of a Market Disruption Event as provided Section 2.09 in this Section 2.14connection with such conversion).

Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.272.14, if, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanBorrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicableapplicable (including because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic means as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurocurrency Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof on the last day of the Interest Period applicable thereto as an ABR Borrowing (in the case of Eurocurrency Borrowings), and (ii) if any Borrowing Request requests a EurocurrencySOFR Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing. During Borrowing (in the case of Eurocurrency Borrowings). (b) Notwithstanding anything to the contrary herein or in any period other Loan Document, if a Benchmark Transition Event or an Early Opt-in which Election, as applicable, and 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 Market Disruption Event Benchmark Replacement is determined in effectaccordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, Borrower may request that such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) 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 Loan Document in respect of any 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 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 request has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders to confirm that the circumstances giving rise Lenders. (c) Notwithstanding anything to the Market Disruption contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event continue and its related Benchmark Replacement Date have occurred prior to be the Reference Time in effectrespect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that that, this clause (Ac) Borrower shall not be permitted effective unless the Administrative Agent has delivered to submit any such request more than once the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. (d) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right, in consultation with the Borrower, to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any 30‑day period other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (Bv) nothing contained in this Section 2.14 the commencement or the failure to provide confirmation conclusion of the continued effectiveness of such Market Disruption Event shall in any way affect Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent’s , or, if applicable, any Lender (or Required group of Lenders’ right ) pursuant to provide this Section 2.14, including any additional notices determination with respect to a tenor, rate or adjustment or of a Market Disruption Event the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as provided in expressly required pursuant to this Section 2.14. (f) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (g) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanPeriod: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or LIBOR (including, without limitation, because the LIBO RateTerm SOFR Screen Rate is not available or Term SOFR, as applicablepublished on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders Requisite Holders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, LIBOR for such Interest Period will not adequately and fairly reflect the cost to such Lenders Holders (or Holder) of making its purchasing or maintaining their Loans included in such Borrowing Notes (or its Note) for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Issuer and the applicable Lenders Holders by telephone, facsimile transmission or PDF attachment to an email telephone as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Issuer and the Lenders Holders that the circumstances giving rise to such notice no longer exist, (iA) any Notes requested to be issued and purchased on the first day of such Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Borrowing Period shall be ineffective issued and such Borrowing purchased as ABR Notes and (B) any outstanding Notes shall be converted to or continued as onof converted, on the last day of the then-current Interest Period applicable thereto as an Period, to ABR Borrowing Notes . (b) If at any time the Agent determines (which determination shall be conclusive and binding absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) if any Borrowing Request requests the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a EurocurrencySOFR BorrowingGovernmental Authority has made a public statement identifying a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates, the Requisite Holders and the Issuer shall negotiate in good faith to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention in the United States at such Borrowing time for determining a rate of interest for notes or loans comparable in character to the outstanding Notes, and the Issuer, the Agent and the Requisite Holders shall enter into an amendment to this Agreement (which shall be made binding on all Holders) to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Until an ABR Borrowing. During any period alternate rate of interest shall be determined in which a Market Disruption Event is accordance with this clause (b) (but, in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that case of the circumstances giving rise described in clause (ii) of the first sentence of this Section 2.15(b), only to the Market Disruption Event continue extent the LIBOR Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notes requested to be in effect; provided that (A) Borrower issued and purchased shall not be permitted to submit any such request more than once in any 30‑day period issued and purchased as ABR Notes and (By) nothing contained in this Section 2.14 or any outstanding Notes shall be converted, on the failure to provide confirmation last day of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right then-current Interest Period, to provide any additional notices of a Market Disruption Event as provided in this Section 2.14ABR Notes.

Alternate Rate of Interest. (a) Subject to clauses (b), (c), (e) and (f) of this Section 2.272.07, if, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanTerm Benchmark Borrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate Daily Simple SOFR Rate, the Adjusted Term SOFR Rate, or the LIBO RateTerm Term SOFR or Term SOFRRate, as applicableapplicable (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate Daily Simple SOFR Rate, the Adjusted Term SOFR Rate, or the LIBO RateTerm Term SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request Conversion Notice that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Term Benchmark Borrowing shall be ineffective and such shall instead be deemed to be a Borrowing shall be converted to Request, for (x) a Daily Simple SOFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not the subject of Sections 2.07(a)(i) or continued as onof the last day of the Interest Period applicable thereto as 2.07(a)(ii) above or (y) an ABR Borrowing if the Adjusted Daily Simple SOFR Rate is also the subject of Sections 2.07(a)(i) or 2.07(a)(ii) above and (iiB) if any Borrowing Request requests a EurocurrencySOFR Term Benchmark Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. During Furthermore, if any period Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of the notice from the Agent referred to in which a Market Disruption Event is in effectthis Section 2.07(a) with respect to the Adjusted Term SOFR Rate, then until (x) the Agent notifies the Borrower may request that and the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to such notice no longer exist with respect to the Market Disruption relevant Benchmark and (y) the Borrower delivers a new Borrowing Request in accordance with the terms of Section 2.03, any Term Benchmark Loan shall, on the last day of the Interest Period applicable to such Loan, convert to, and shall constitute, (x) a Daily Simple SOFR Loan so long as the Adjusted Daily Simple SOFR Rate is not also the subject of Sections 2.07(a)(i) or 2.07(a)(ii) above or (y) an ABR Loan if the Adjusted Daily Simple SOFR Rate is also the subject of Sections 2.07(a)(i) or 2.07(a)(ii) above. (b) Notwithstanding anything to the contrary herein or in any other Credit Document, if a Benchmark Transition Event continue and 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) 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 Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (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 Credit Document in respect of any 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 Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Credit Document, the Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document. (d) The Agent will promptly notify the Borrower and the Lenders in writing of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.07, 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 or any selection, will be conclusive and binding absent manifest error and may be made in effect; provided that its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.07. (e) Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower’s receipt of written notice of the commencement of a Benchmark Unavailability Period, the Borrower shall not may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans (or Swingline Loans) to be permitted made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to submit have converted any such request more than once into a request for a Borrowing of or conversion to (i) a Daily Simple SOFR Borrowing so long as the Adjusted Daily Simple SOFR Rate is not the subject of a Benchmark Transition Event or (ii) an ABR Borrowing if the Adjusted Daily Simple SOFR Rate is the subject of a Benchmark Transition Event. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the Adjusted Term SOFR Rate, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.07, any Term Benchmark Loan shall, on the last day of the Interest Period applicable to such Loan, convert to, and shall constitute, (x) a Daily Simple SOFR Loan so long as the Adjusted Daily Simple SOFR Rate is not the subject of a Benchmark Transition Event or (y) an ABR Loan if the Adjusted Daily Simple SOFR Rate is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation determination of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14ABR.

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanEurodollar Borrowing or CDOR Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining ascertaining[,] (including, without limitation, by means of an Interpolated Rate or because the LIBO Screen Rate or the CDOR Screen Rate (as applicable) is not available or published on a current basis) the Adjusted LIBO Rate, the LIBO Rate or the LIBO RateTerm SOFR or Term SOFRCDOR Rate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate, the LIBO Rate or the LIBO RateTerm SOFR or Term SOFRCDOR Rate, as applicable, for such the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Representative and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email electronic communication as provided in Section 9.01 as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurodollar Borrowing or CDOR Borrowing shall be ineffective and any such Eurodollar Borrowing or CDOR Borrowing shall be converted to or continued as onof repaid on the last day of the then current Interest Period applicable thereto as an ABR Borrowing thereto, and (ii) if any Borrowing Request requests a EurocurrencySOFR Eurodollar Borrowing or CDOR Borrowing, such Borrowing shall be made as an ABR Borrowing or Canadian Prime Rate Borrowing. During , as applicable (and no Dollar denominated Loans shall be made available under the Canadian Subfacility); provided that if the circumstances giving rise to such notice affect only one Type of Borrowing, then the other Types of Borrowing shall be permitted. (c) If any period Lender determines that any Requirement of Law has made it unlawful, or if any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain, fund or continue any Eurodollar Borrowing or CDOR Borrowing, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in which a Market Disruption Event is the London interbank market, then, on notice thereof by such Lender to the Borrower Representative through the Administrative Agent, any obligations of such Lender to make, maintain, fund or continue (i) Eurodollar Loans or to convert ABR Borrowings to Eurodollar Borrowings or (ii) CDOR Loans or convert Canadian Prime Rate Borrowings to CDOR Borrowings, in effectany case, Borrower may request that will be suspended until such Lender notifies the Administrative Agent request and the Required Lenders to confirm Borrower Representative that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Market Disruption Event Borrowers will upon demand from such Lender (with a copy to the Administrative Agent), either (x) in the case of Eurodollar Borrowings, prepay all Eurodollar Borrowings of such Lender or convert all Eurodollar Borrowings of such Lender to ABR Borrowings or (y) in the case of CDOR Borrowing, prepay all CDOR Borrowings of such Lender or convert all CDOR Borrowings of such Lender to Canadian Prime Rate Borrowings, in each case, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Borrowings or CDOR Borrowings (as applicable) to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such conversion or prepayment, the Borrowers will also pay accrued interest on the amount so converted or prepaid. (d) If at any time the Administrative Agent determines (which determination shall be in effect; provided conclusive absent manifest error) that (Ai) Borrower shall not be permitted to submit any such request more than once the circumstances set forth in any 30‑day period and clause (Ba) nothing contained in of this Section 2.14 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) of this Section 2.14 have not arisen but the supervisor for the administrator of the LIBO Screen Rate, the CDOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate or the failure CDOR Screen Rate (as applicable) shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrowers shall endeavor in good faith and in a reasonable and diligent manner to provide confirmation establish an alternate rate of interest to the LIBO Rate or the CDOR Rate, as the case may be, that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States (or Canada, in the case of the continued effectiveness CDOR Rate) at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate). Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such Market Disruption Event alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in any way affect accordance with this clause (d) (but, in the Administrative Agent’s or Required Lenders’ right to provide any additional notices case of a Market Disruption Event as provided the circumstances described in clause (a) of this Section 2.14, only to the extent the LIBO Screen Rate or the CDOR Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing or a CDOR Borrowing (as applicable) shall be ineffective and (y) if any Borrowing Request requests a Eurodollar Borrowing or a CDOR Borrowing, such Borrowing shall be made as an ABR Borrowing or a Canadian Prime Rate Borrowing, as applicable; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Alternate Rate of Interest. Subject to Section 2.27(a) In the event, ifand on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan: (a) Eurodollar Borrowing the Administrative Agent determines (shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which determination shall be conclusive absent manifest error) such dollar deposits are being offered will not adequately and fairly reflect the cost to any Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or Rate, the LIBO RateTerm SOFR or Term SOFRAgent shall, as applicablesoon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determination, any request by a Borrower for such Interest Period; provided that no Benchmark Transition Event a Eurodollar Borrowing pursuant to Section 2.03 shall, until the Agent shall have occurred at such time; or (b) advised the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and until the Administrative Agent notifies the Borrower Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, be deemed to be a EurocurrencySOFR Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Borrowing, such Borrowing shall be made as request for an ABR Borrowing. During Each determination by the Agent hereunder shall be conclusive absent manifest error. (b) In the event, and on each occasion, that on or before the day on which the Adjusted CD Rate for a CD Borrowing is to be determined the Agent shall have determined that such Adjusted CD Rate cannot be determined for any period reason, including the inability of the Agent to obtain sufficient bids in which a Market Disruption Event is in effectaccordance with the terms of the definition of Fixed CD Rate, Borrower may request or the Agent shall determine that the Administrative Adjusted CD Rate for such CD Borrowing will not adequately and fairly reflect the cost to any Lender of making or maintaining its CD Loan during such Interest Period, the Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and the Lenders. In the event of any such determination, any request by a Borrower for a CD Borrowing pursuant to Section 2.03 shall, until the Required Agent shall have advised the Borrowers and the Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue such notice no longer exist, be deemed to be in effect; provided that (A) Borrower a request for an ABR Borrowing. Each determination by the Agent hereunder shall not be permitted to submit any such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14conclusive absent manifest error.

Alternate Rate of Interest. Subject to Section 2.272.20, ifin the event, and on each occasion, that on the date that is two (2) Business Days prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR #4875-3210-4001v1 Loan: (a) , the Administrative Agent determines shall have reasonably determined (which determination shall be conclusive and binding upon the Borrowers absent manifest error) that adequate and reasonable means do not exist for ascertaining the applicable Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, the Administrative Agent shall shall, as soon as practicable thereafter, give written or facsimile notice thereof of such determination to the Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email as promptly as practicable thereafter and until the Administrative Agent notifies the Borrower Borrowers and the Lenders that and, until the circumstances giving rise to such notice no longer exist, (i) the Borrowers may revoke any Interest Election Request that requests the conversion request for a Borrowing of SOFR Loans and, failing that, any applicable request by a Borrower for a Borrowing toof SOFR Loans hereunder (including pursuant to a refinancing with SOFR Loans and including any request to continue, or continuation of any such Borrowing as, a EurocurrencySOFR Borrowing to convert to SOFR Loans) shall be ineffective deemed a request for a Borrowing of ABR Loans and such Borrowing (ii) any outstanding SOFR Loans hereunder shall be converted to or continued as onof ABR Loans at the last day end of the then current Interest Period Period. (a) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrowers so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBO Rate with a Benchmark Replacement pursuant to this Section 2.09 will occur prior to the applicable thereto Benchmark Transition Start Date. (b) In connection with the implementation of a Benchmark Replacement, the Administrative Agent, with the written consent of the Borrowers, 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 Loan 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 Borrowers and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as an ABR Borrowing applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) if the implementation of any Borrowing Request requests a EurocurrencySOFR BorrowingBenchmark Replacement, such Borrowing shall (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that by the Administrative Agent or Required Lenders, as applicable, in each case with the consent of the Borrowers pursuant to this Section 2.09, 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 2.09. (d) Upon receipt by the Borrowers of notice of the commencement of a Benchmark Unavailability Period, (a) the Borrowers may revoke any request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue for a Borrowing of Eurodollar Term Loans to be in effect; provided that (A) made during any Benchmark Unavailability Period and, failing that, the Borrower shall not will be permitted deemed to submit have converted any such request more than once in any 30‑day period into a request for a Borrowing of Term Loans bearing interest at a rate determined by reference to the Alternate Base Rate and (Bb) nothing contained in this Section 2.14 or all calculations of interest by reference to LIBO Rate hereunder shall instead be made by reference to the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14Alternate Base Rate.

Alternate Rate of Interest. (a) Subject to Section 2.27clauses (b), if(c), (d), (e) and (f) of this Subsection 4.7, if prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanPeriod: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Term SOFR Rate (including because the Term SOFR Reference Rate is not available or the LIBO RateTerm published on a current basis) with respect to any Term SOFR or Term SOFR, as applicable, Rate Loan for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Term SOFR Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the Borrower Representative and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (iA) any Interest Election Request that requests the conversion of request to convert any applicable Borrowing Loan to, or continuation of any such Borrowing Loan as, a EurocurrencySOFR Borrowing Term SOFR Rate Loan shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and (iiB) if any Borrowing Request borrowing request requests a EurocurrencySOFR BorrowingTerm SOFR Rate Loan, such Borrowing Loan shall be made as an ABR BorrowingLoan. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (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 Loan Document in respect of any Benchmark setting at or after 5:00 p.m., New York City time, on the fifth Business Day after the date notice of such Benchmark Replacement is provided by the Administrative Agent to the Lenders and the Borrower Representative without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (other than as set forth in the definition of “Benchmark Replacement”) so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document, 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 Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document (other than as set forth in the definition of “Benchmark Replacement”). (d) The Administrative Agent will promptly notify the Borrower Representative and the Lenders (and in any event within five Business Days) of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, the Borrower Representative or any Lender (or group of Lenders) pursuant to this Subsection 4.7, 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 or any selection, 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 to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Subsection 4.7. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term SOFR Rate Loan borrowing of, conversion to or continuation of Term SOFR Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During any period in which Benchmark Unavailability Period or at any time that a Market Disruption Event tenor for the then-current Benchmark is in effectnot an Available Tenor, Borrower may request that the Administrative Agent request component of ABR based upon the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall then-current Benchmark or such tenor for such Benchmark, as applicable, will not be permitted to submit any such request more than once used in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation determination of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14ABR.

Alternate Rate of Interest. Subject to Section 2.27, if, If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanBorrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFRRate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Term Loans included in such Borrowing for such Interest Period (each of clauses clause (a) and (b), a “Market Disruption Event”), then, ; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission or PDF attachment to an email e-mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any applicable Borrowing to, or continuation of any such Borrowing as, a EurocurrencySOFR Eurocurrency Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof on the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a EurocurrencySOFR Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day 30-day period and (B) nothing contained in this Section 2.14 2.12 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.142.12. If the Required Lenders have not confirmed within 10 Business Days after request of such report from the Borrower that a Market Disruption Event has occurred, then such Market Disruption Event shall be deemed to be no longer existing.

Alternate Rate of Interest. Subject to Section 2.27, if, (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR LoanBorrowing: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate (including because the Screen Rate is not available or the LIBO RateTerm SOFR or Term SOFR, as applicable, published on a current basis) for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by a majority in interest of the Required Lenders (or in the case of a Eurocurrency Competitive Loan, the Lender that is required to make such Loan) that would participate in such Borrowing that the Adjusted LIBO Rate or the LIBO RateTerm SOFR or Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Period; then the Administrative Agent shall give notice thereof to the applicable Borrower and the applicable Lenders by telephone, facsimile transmission telephone or PDF attachment to an email telecopy as promptly as practicable thereafter and and, until the Administrative Agent notifies the applicable Borrower and the applicable Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective, and any Eurocurrency Borrowing that is requested to be continued shall be repaid on the last day of the then current Interest Period applicable thereto, and (B) any Borrowing Request for a Eurocurrency Borrowing shall be ineffective; provided that (x) if the circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for Eurodollar Competitive Borrowings may be made to Lenders that are not affected thereby and (y) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Company may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Company, so long as the Administrative Agent has not received, by such time, written notice of objection to such proposed amendment from Lenders comprising the Required Lenders; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, the Lenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendment with respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of LIBO Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date. (c) In connection with the implementation of a Benchmark Replacement, the Administrative Agent, in consultation with the Company, 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 Loan 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. (d) The Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or the Required Lenders (or the relevant Lenders in the case of Eurocurrency Competitive Borrowings) pursuant to this Section 2.12, 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 2.12. (e) Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) any Interest Election Request that requests the conversion of any applicable Revolving Borrowing to, or continuation of any such Revolving Borrowing as, a EurocurrencySOFR Eurocurrency Borrowing shall be ineffective and such Borrowing shall be converted to or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing and ineffective, (ii) if any Borrowing Request requests a EurocurrencySOFR Eurocurrency Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing. During any period in which a Market Disruption Event is in effect, Borrower may request that the Administrative Agent request the Required Lenders to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any such request more than once in any 30‑day period Borrowing and (Biii) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event any request by a Borrower for a Eurocurrency Competitive Borrowing shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14be ineffective.

Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d) and (e) of this Section 2.272.18, if, prior to the commencement of any Interest Period for a Eurocurrency Borrowingany SOFR Loan: (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted LIBO Rate or the LIBO RateTerm Daily Simple SOFR or Term Daily Simple SOFR, as applicable, for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time; or (bii) the Administrative Agent is advised by the Required Lenders that at any time, the applicable Adjusted LIBO Rate or the LIBO RateTerm Daily Simple SOFR or Term SOFR, as applicable, for such Interest Period Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans Outstanding (or its Loan Outstanding) included in such Borrowing for such Interest Period (each of clauses (a) and (b), a “Market Disruption Event”), then, Borrowing; then the Administrative Agent shall give notice thereof to the Borrower and the applicable Lenders by telephone, facsimile transmission telecopy or PDF attachment to an email electronic mail as promptly as practicable thereafter and and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer existexist with respect to the relevant Benchmark, the Loans shall bear interest at the Alternate Base Rate. (b) Notwithstanding anything to the contrary herein or in any other Basic Document (and any Hedging Agreements shall be deemed not to be a “Basic Document” for purposes of this Section 2.18), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Basic Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Basic Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (c) Notwithstanding anything to the contrary herein or in any other Basic Document, 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 Basic Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Basic Document. (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.18, 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 or any selection, 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 to this Agreement or any other Basic Document, except, in each case, as expressly required pursuant to this Section 2.18. (e) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, and at all times during the continuation of a Benchmark Unavailability Period, the Loans will bear interest at the Alternate Base Rate. (f) Notwithstanding anything to the contrary herein or in any other Basic Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such ▇▇▇▇▇▇▇▇▇ has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of ‘Interest Election Request that requests the conversion of Period’ for any applicable Borrowing to, Benchmark settings at or continuation of any after such Borrowing as, a EurocurrencySOFR Borrowing shall be ineffective and time to remove such Borrowing shall be converted to unavailable or continued as onof the last day of the Interest Period applicable thereto as an ABR Borrowing non-representative tenor and (ii) if any Borrowing Request requests a EurocurrencySOFR Borrowingtenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, such Borrowing shall or is no longer, subject to an announcement that it is or will no longer be made as an ABR Borrowing. During any period in which representative for a Market Disruption Event is in effectBenchmark (including a Benchmark Replacement), Borrower may request that then the Administrative Agent request may modify the Required Lenders definition of ‘Interest Period’ for all Benchmark settings at or after such time to confirm that the circumstances giving rise to the Market Disruption Event continue to be in effect; provided that (A) Borrower shall not be permitted to submit any reinstate such request more than once in any 30‑day period and (B) nothing contained in this Section 2.14 or the failure to provide confirmation of the continued effectiveness of such Market Disruption Event shall in any way affect the Administrative Agent’s or Required Lenders’ right to provide any additional notices of a Market Disruption Event as provided in this Section 2.14previously removed tenor.