Common use of Effect of Benchmark Transition Event Clause in Contracts

Effect of Benchmark Transition Event. (a) 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 Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower Representative) that the Borrower Representative or Required Lenders (as applicable) have determined with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars), that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Alternate Currency for any Interest Period hereunder or any other tenors of LIBOR, including because the LIBO Rate for such Alternate Currency is not available or published on a current basis at such time and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBO Rate for such Alternate Currency or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which the LIBO Rate or the Published LIBO Rate for such Alternate Currency shall no longer be made available, or used for determining the interest rate of loans denominated in such Alternate Currency, provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent that will continue to provide the LIBO Rate for such Alternate Currency after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBO Rate for such Alternate Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of the LIBO Rate are no longer representative; or (iv) syndicated loans being executed at the time of such determination, or that include language similar to that contained in this Section 1.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate for such Alternate Currency, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other Person) this Agreement solely for the purpose of replacing the LIBO Rate for such Alternate Currency in accordance with this Section 1.13 with in the case of any Alternate Currency with another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Currency and including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks for such Alternate Currency, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated (each, an “Adjustment;” and any such proposed rate, a “LIBO 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 unless, prior to such time, Lenders comprising (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such amendment. Any LIBO Successor Rate shall be applied in a manner consistent with market practice for comparable syndicated loans being executed at the time of such determination; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower Representative. Notwithstanding anything to the contrary herein, if at any time any LIBO Successor Rate as so determined would otherwise be less than (u) in the case of Initial Term Loans comprised of Tranche B-1 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-1 Term Loans will be deemed to be 0.00% per annum, (w) in the case of Initial Term Loans comprised of Tranche B-2 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) in the case of Initial Term Loans comprised of Tranche B-3 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, (y) in the case of Initial Revolving Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Initial Revolving Loans will be deemed to be 0.00% per annum and (z) in the case of Term Loans comprised of 2021 Repricing Euro Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.00% per annum, in each case, for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBO Successor Rate, the Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement (other than the Borrower Representative (such consent not to be unreasonably withheld or delayed)); provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to the Borrower Representative and the Lenders reasonably promptly after such amendment becomes effective. (b) If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBO Successor Rate has been determined in accordance with clause (a) of this Section 1.13 or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender and thereafter, (x) the obligation of the Lenders to make or maintain LIBO Rate Loans in each Alternate Currency with respect to which such circumstances exist shall be suspended (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) and (y) the LIBO Rate component shall no longer be utilized in determining the Base Rate or Canadian Prime Rate, as applicable, for such Alternate Currency, until the LIBO Successor Rate has been determined in accordance with clause (a) for such Alternate Currency. Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) or, failing that, (i) (A) if the requested Loans are denominated in Canadian Dollars, will be deemed to have converted such request into a request for a Borrowing of Canadian Prime Rate Loans (subject to the foregoing clause (y) in the amount specified therein), and (B) if the requested Loans are denominated in an Alternate Currency (other than Canadian Dollars), will be deemed to have converted such request into a request for Loans at a rate reflecting the generally accepted then-prevailing market rate convention (including any mathematical or other adjustments thereto) as agreed by the Administrative Agent and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that time, the Administrative Agent and the Borrower Representative shall enter in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which 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 unless, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans will be deemed to have been converted into (A) Canadian Prime Rate Loans (in the case of such Loans denominated in Canadian Dollars) or (B) Loans bearing interest at the rate described in the foregoing clause (i)(B) for the Alternate Currency (in the case of such Loans denominated in an Alternate Currency), in each case, at the end of the applicable Interest Period.

Effect of Benchmark Transition Event. (a) 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 Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower Representative) that the Borrower Representative or Required Lenders (as applicable) have determined with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars)Applicable Currency, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Alternate Applicable Currency for any Interest Period hereunder or any other tenors of LIBOR, including because the LIBO Rate for such Alternate Applicable Currency is not available or published on a current basis at such time and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBO Rate for such Alternate Applicable Currency or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which the LIBO Rate or the Published LIBO Rate for such Alternate Applicable Currency shall no longer be made available, or used for determining the interest rate of loans denominated in such Alternate Applicable Currency, provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent that will continue to provide the LIBO Rate for such Alternate Applicable Currency after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBO Rate for such Alternate Applicable Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of the LIBO Rate are no longer representative; or (iv) syndicated loans being executed at the time of such determination, or that include language similar to that contained in this Section 1.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate for such Alternate Applicable Currency, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate Loans denominated in Dollars, the Required Dollar Lenders, (II) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (IIIII) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (IIIIV) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other Person) this Agreement solely for the purpose of replacing the LIBO Rate for such Alternate Applicable Currency in accordance with this Section 1.13 with (x) in the case of LIBO Rate Loans denominated in Dollars, one or more SOFR-Based Rates or (y) in the case of any Alternate Applicable Currency with another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Applicable Currency and and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks for such Alternate Applicable Currency, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated (each, an “Adjustment;” and any such proposed rate, a “LIBO 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 unless, prior to such time, Lenders comprising (I) with respect to LIBO Rate Loans denominated in Dollars, the Required Dollar Lenders, (II) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (IIIII) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (IIIIV) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders (A) in the case of an amendment to replace the LIBO Rate with respect to LIBO Rate Loans denominated in Dollars with a rate described in clause (x), object to any Adjustment; or (B) in the case of an amendment to replace the LIBO Rate with respect to LIBO Rate Loans denominated in such Applicable Currency with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, such required lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Any LIBO Successor Rate shall be applied in a manner consistent with market practice for comparable syndicated loans being executed at the time of such determination; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower Representative. Notwithstanding anything to the contrary herein, if at any time any LIBO Successor Rate as so determined would otherwise be less than (uw) in the case of Initial Term Loans comprised of Tranche B-1 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-1 Term Loans will be deemed to be 0.00% per annum, (w) in the case of Initial Term Loans comprised of Tranche B-2 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) in the case of Initial Term Loans comprised of Tranche B-2 Term Loans, 0.00% per annum, then the Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (y) in the case of Initial Term Loans comprised of Tranche B-3 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, and (yz) in the case of Initial Revolving Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Initial Revolving Loans will be deemed to be 0.00% per annum and (z) in the case of Term Loans comprised of 2021 Repricing Euro Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.00% per annum, in each case, for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBO Successor Rate, the Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement (other than the Borrower Representative (such consent not to be unreasonably withheld or delayed)); provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to the Borrower Representative and the Lenders reasonably promptly after such amendment becomes effective. (b) If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBO Successor Rate has been determined in accordance with clause (a) of this Section 1.13 or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender and thereafter, (x) the obligation of the Lenders to make or maintain LIBO Rate Loans in each Alternate Applicable Currency with respect to which such circumstances exist shall be suspended (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) and (y) the LIBO Rate component shall no longer be utilized in determining the Base Rate or Canadian Prime Rate, as applicable, for such Alternate Applicable Currency, until the LIBO Successor Rate has been determined in accordance with clause (a) for such Alternate Applicable Currency. Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) or, failing that, (i) (A) if the requested Loans are denominated in Dollars, 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), (B) if the requested Loans are denominated in Canadian Dollars, will be deemed to have converted such request into a request for a Borrowing of Canadian Prime Rate Loans (subject to the foregoing clause (y) in the amount specified therein), and (BC) if the requested Loans are denominated in an Alternate Currency (other than Canadian Dollars), will be deemed to have converted such request into a request for Loans at a rate reflecting the generally accepted then-prevailing market rate convention (including any mathematical or other adjustments thereto) as agreed by the Administrative Agent and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that time, the Administrative Agent and the Borrower Representative shall enter in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which 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 unless, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans will be deemed to have been converted into (A) ABR Loans (in the case of such Loans denominated in Dollars), (B) Canadian Prime Rate Loans (in the case of such Loans denominated in Canadian Dollars) or (BC) Loans bearing interest at the rate described in the foregoing clause (i)(Bi)(C) for the Alternate Applicable Currency (in the case of such Loans denominated in an Alternate Currency), in each case, at the end of the applicable Interest Period.

Effect of Benchmark Transition Event. (a) 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 Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower RepresentativeBorrower) that the Borrower Representative or Required Lenders (as applicable) have determined with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars), that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Alternate Currency Dollars for any Interest Period hereunder or any other tenors of LIBOR, including because the LIBO Rate for such Alternate Currency Dollars is not available or published on a current basis at such time and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBO Rate for such Alternate Currency Dollars or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which the LIBO Rate or the Published LIBO Rate for such Alternate Currency Dollars shall no longer be made available, or used for determining the interest rate of loans denominated in such Alternate CurrencyDollars, provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent that will continue to provide the LIBO Rate for such Alternate Currency Dollars after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBO Rate for such Alternate Currency Dollars or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of the LIBO Rate are no longer representative; or (iv) syndicated loans being executed at the time of such determination, or that include language similar to that contained in this Section 1.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate for such Alternate CurrencyDollars, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other Person) this Agreement solely for the purpose of replacing the LIBO Rate for such Alternate Currency Dollars in accordance with this Section 1.13 with in the case of any Alternate Currency with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Currency and Dollars and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks benchmark for such Alternate CurrencyDollars, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated (each, an “Adjustment;” and any such proposed rate, a “LIBO 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 unless, prior to such time, Lenders comprising (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders the Required Lenders object to any Adjustment or any rate that is not a SOFR-Based Rate; provided that, for the avoidance of doubt, such Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Any LIBO Successor Rate shall be applied in a manner consistent with market practice for comparable syndicated loans being executed at the time of such determination; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower RepresentativeBorrower. Notwithstanding anything to the contrary herein, if at any time any LIBO Successor Rate as so determined would otherwise be less than (ux) in the case of Initial Term Loans comprised of Tranche B-1 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-1 Initial Term Loans will be deemed to be 0.00% per annum, (w) in the case of Initial Term Loans comprised of Tranche B-2 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) in the case of Initial Term Loans comprised of Tranche B-3 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, annum and (y) in the case of Initial Revolving Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Initial Revolving Loans will be deemed to be 0.00% per annum and (z) in the case of Term Loans comprised of 2021 Repricing Euro Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.00% per annum, in each case, for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBO Successor Rate, the Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement (other than the Borrower Representative (such consent not to be unreasonably withheld or delayed)); provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to the Borrower Representative and the Lenders reasonably promptly after such amendment becomes effective. (b) If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBO Successor Rate has been determined in accordance with clause (a) of this Section 1.13 or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender and thereafter, (x) the obligation of the Lenders to make or maintain LIBO Rate Loans in each Alternate Currency with respect to which such circumstances exist shall be suspended (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) and (y) the LIBO Rate component shall no longer be utilized in determining the Base Rate or Canadian Prime Rate, as applicable, for such Alternate Currency, until the LIBO Successor Rate has been determined in accordance with clause (a) for such Alternate Currency). Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) or, failing that, (i) (A) if the any requested Loans are denominated in Canadian Dollars, will be deemed to have converted such request into a request for a Borrowing of Canadian Prime Rate ABR Loans (subject to the foregoing clause (y) in the amount specified therein), and (B) if the requested Loans are denominated in an Alternate Currency (other than Canadian Dollars), will be deemed to have converted such request into a request for Loans at a rate reflecting the generally accepted then-prevailing market rate convention (including any mathematical or other adjustments thereto) as agreed by the Administrative Agent and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that time, the Administrative Agent and the Borrower Representative shall enter in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which 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 unless, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans will be deemed to have been converted into (A) Canadian Prime Rate ABR Loans (in the case of such Loans denominated in Canadian Dollars) or (B) Loans bearing interest at the rate described in the foregoing clause (i)(B) for the Alternate Currency (in the case of such Loans denominated in an Alternate Currency), in each case, at the end of the applicable Interest Period.

Effect of Benchmark Transition Event. (a) 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 Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower RepresentativeBorrower) that the Borrower Representative or Required Lenders (as applicable) have determined with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars)Applicable Currency, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Relevant Rate for such Alternate Applicable Currency for any Interest Period hereunder or any other tenors of LIBORsuch Relevant Rate, including because the LIBO Relevant Rate for such Alternate Applicable Currency is not available or published on a current basis at such time and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBO Relevant Rate for such Alternate Applicable Currency or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which the LIBO Rate or the Published LIBO Relevant Rate for such Alternate Applicable Currency shall no longer be made available, or used for determining the interest rate of loans denominated in such Alternate Applicable Currency, provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent that will continue to provide the LIBO Relevant Rate for such Alternate Applicable Currency after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBO Relevant Rate for such Alternate Applicable Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of the LIBO Relevant Rate are no longer representative; or (iv) syndicated loans being executed at the time of such determination, or that include language similar to that contained in this Section 1.131.12, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Relevant Rate for such Alternate Applicable Currency, or if the events or circumstances of the type described in Section 1.12(a)(i), (ii) or (iii) have occurred with respect to the Successor Rate then in effect, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate Term SOFR Loans denominated in EurosDollars, the Required Euro Lenders, Lenders or (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Revolving Loans denominated in an Alternate Applicable Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other Person) this Agreement solely for the purpose of replacing the LIBO Relevant Rate for such Alternate Applicable Currency or any then-current Successor Rate for such Applicable Currency in accordance with this Section 1.13 1.12 with (x) in the case of Term SOFR Loans denominated in Dollars, one or more Successor Rates or (y) in the case of any Alternate Applicable Currency with another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Applicable Currency and and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks for such Alternate Currency, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated Applicable Currency (each, an “Adjustment;” and any such proposed rate, a “LIBO Successor Rate”), and any . 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 (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such amendment. Any LIBO Successor Rate shall be applied in a manner consistent with prevailing market practice for comparable syndicated loans being executed at the time of such determination; provided that to the extent such prevailing market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower RepresentativeBorrower. Notwithstanding anything to the contrary herein, if at any time any LIBO Successor Rate as so determined would otherwise be less than (ua) in with respect to the case of Initial Term Loans comprised of Tranche B-1 and(including the Amendment No. 34 Incremental Term Loans), 0.000.50% per annum, then the LIBO such Successor Rate with respect to such Tranche B-1 Term Loans will be deemed to be 0.000.50% per annum, annum and (wb) in solely with respect to the case of Initial Term Loans comprised of Tranche B-2 Term Revolving Loans, 0.000% per annum, then the LIBO such Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) in the case of Initial Term Loans comprised of Tranche B-3 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, (y) in the case of Initial Revolving Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Initial Revolving Loans will be deemed to be 0.00% per annum and (z) in the case of Term Loans comprised of 2021 Repricing Euro Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.000% per annum, in each case, case for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBO Successor Rate, the Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement (other than the Borrower Representative (such consent not to be unreasonably withheld or delayed)); provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to the Borrower Representative and the Lenders reasonably promptly after such amendment becomes effective. (b) If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBO Successor Rate has been determined in accordance with clause (a) of this Section 1.13 1.12 or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender and thereafter, (x) the obligation of the Lenders to make or maintain LIBO Loans whose interest is determined by reference to the Relevant Rate Loans in each Alternate any Applicable Currency with respect to which such circumstances exist shall be suspended (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) and (y) the LIBO Relevant Rate component shall no longer be utilized in determining the Alternate Base Rate or Canadian Prime Rate, as applicable, for such Alternate Currency, until the LIBO Successor Rate has been determined in accordance with clause (a) for such Alternate Applicable Currency. Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate the Loans (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) or, failing that, (i) (A) if the requested Loans are denominated in Canadian Dollars, will be deemed to have converted such request into a request for a Borrowing of Canadian Prime Rate ABR Loans (subject to the foregoing clause (y) in the amount specified therein), and (B) if the requested Loans are denominated in an Alternate Applicable Currency (other than Canadian Dollars), will be deemed to have converted any such request into a request for Loans at a rate reflecting the generally accepted then-prevailing market rate convention (including any mathematical or other adjustments thereto) as agreed by the Administrative Agent and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that time, the Administrative Agent and the Borrower Representative shall enter in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which 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 unless, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans will be deemed to have been converted into (A) Canadian Prime Rate Loans (to an ABR Borrowing in the case of such Loans denominated in Canadian Dollars) or (B) Loans bearing interest at Dollar Equivalent thereof on the rate described in the foregoing clause (i)(B) for the Alternate Currency (in the case of such Loans denominated in an Alternate Currency), in each case, at the end last day of the Interest Period applicable Interest Periodthereto.

Effect of Benchmark Transition Event. (a) 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 Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower RepresentativeBorrower) that the Borrower Representative or Required Lenders (as applicable) have determined with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars)Applicable Currency, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Relevant Rate for such Alternate Applicable Currency for any Interest Period hereunder or any other tenors of LIBORsuch Relevant Rate, including because the LIBO Relevant Rate for such Alternate Applicable Currency is not available or published on a current basis at such time and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBO Relevant Rate for such Alternate Applicable Currency or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which the LIBO Rate or the Published LIBO Relevant Rate for such Alternate Applicable Currency shall no longer be made available, or used for determining the interest rate of loans denominated in such Alternate Applicable Currency, provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent that will continue to provide the LIBO Relevant Rate for such Alternate Applicable Currency after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBO Relevant Rate for such Alternate Applicable Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of the LIBO Relevant Rate are no longer representative; or (iv) syndicated loans being executed at the time of such determination, or that include language similar to that contained in this Section 1.131.12, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Relevant Rate for such Alternate Applicable Currency, or if the events or circumstances of the type described in Section 1.12(a)(i), (ii) or (iii) have occurred with respect to the Successor Rate then in effect, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate Term SOFR Loans denominated in EurosDollars, the Required Euro Lenders, Lenders or (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Revolving Loans denominated in an Alternate Applicable Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other Person) this Agreement solely for the purpose of replacing the LIBO Relevant Rate for such Alternate Applicable Currency or any then-current Successor Rate for such Applicable Currency in accordance with this Section 1.13 1.12 with (x) in the case of Term SOFR Loans denominated in Dollars, one or more Successor Rates or (y) in the case of any Alternate Applicable Currency with another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Applicable Currency and and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks for such Alternate Currency, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated Applicable Currency (each, an “Adjustment;” and any such proposed rate, a “LIBO Successor Rate”), and any . 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 (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such amendment. Any LIBO Successor Rate shall be applied in a manner consistent with prevailing market practice for comparable syndicated loans being executed at the time of such determination; provided that to the extent such prevailing market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower RepresentativeBorrower. Notwithstanding anything to the contrary herein, if at any time any LIBO Successor Rate as so determined would otherwise be less than (ua) in solely with respect to the case of Initial Term Loans comprised of Tranche B-1 and the Amendment No. 3 Incremental Term Loans, 0.000.50% per annum, then the LIBO such Successor Rate with respect to such Tranche B-1 Term Loans will be deemed to be 0.000.50% per annum, annum and (wb) in solely with respect to the case of Initial Term Loans comprised of Tranche B-2 Term Revolving Loans, 0.000% per annum, then the LIBO such Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) in the case of Initial Term Loans comprised of Tranche B-3 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, (y) in the case of Initial Revolving Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Initial Revolving Loans will be deemed to be 0.00% per annum and (z) in the case of Term Loans comprised of 2021 Repricing Euro Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.000% per annum, in each case, case for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBO Successor Rate, the Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement (other than the Borrower Representative (such consent not to be unreasonably withheld or delayed)); provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to the Borrower Representative and the Lenders reasonably promptly after such amendment becomes effective. (b) If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBO Successor Rate has been determined in accordance with clause (a) of this Section 1.13 1.12 or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender and thereafter, (x) the obligation of the Lenders to make or maintain LIBO Loans whose interest is determined by reference to the Relevant Rate Loans in each Alternate any Applicable Currency with respect to which such circumstances exist shall be suspended (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) and (y) the LIBO Relevant Rate component shall no longer be utilized in determining the Alternate Base Rate or Canadian Prime Rate, as applicable, for such Alternate Currency, until the LIBO Successor Rate has been determined in accordance with clause (a) for such Alternate Applicable Currency. Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate the Loans (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) or, failing that, (i) (A) if the requested Loans are denominated in Canadian Dollars, will be deemed to have converted such request into a request for a Borrowing of Canadian Prime Rate ABR Loans (subject to the foregoing clause (y) in the amount specified therein), and (B) if the requested Loans are denominated in an Alternate Applicable Currency (other than Canadian Dollars), will be deemed to have converted any such request into a request for Loans at a rate reflecting the generally accepted then-prevailing market rate convention (including any mathematical or other adjustments thereto) as agreed by the Administrative Agent and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that time, the Administrative Agent and the Borrower Representative shall enter in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which 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 unless, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans will be deemed to have been converted into (A) Canadian Prime Rate Loans (to an ABR Borrowing in the case of such Loans denominated in Canadian Dollars) or (B) Loans bearing interest at Dollar Equivalent thereof on the rate described in the foregoing clause (i)(B) for the Alternate Currency (in the case of such Loans denominated in an Alternate Currency), in each case, at the end last day of the Interest Period applicable Interest Periodthereto.

Effect of Benchmark Transition Event. (a) 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 Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower RepresentativeBorrower) that the Borrower Representative or Required Lenders (as applicable) have determined with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars)Applicable Currency, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Relevant Rate for such Alternate Applicable Currency for any Interest Period hereunder or any other tenors of LIBORsuch Relevant Rate, including because the LIBO Relevant Rate for such Alternate Applicable Currency is not available or published on a current basis at such time and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBO Relevant Rate for such Alternate Applicable Currency or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which the LIBO Rate or the Published LIBO Relevant Rate for such Alternate Applicable Currency shall no longer be made available, or used for determining the interest rate of loans denominated in such Alternate Applicable Currency, provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent that will continue to provide the LIBO Relevant Rate for such Alternate Applicable Currency after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBO Relevant Rate for such Alternate Applicable Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of the LIBO Relevant Rate are no longer representative; or (iv) syndicated loans being executed at the time of such determination, or that include language similar to that contained in this Section 1.131.12, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Relevant Rate for such Alternate Applicable Currency, or if the events or circumstances of the type described in Section 1.12(a)(i), (ii) or (iii) have occurred with respect to the Successor Rate then in effect, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate Loans denominated in EurosDollars, the Required Euro Lenders, Lenders or (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Revolving Loans denominated in an Alternate Applicable Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other Person) this Agreement solely for the purpose of replacing the LIBO Relevant Rate for such Alternate Applicable Currency or any then-current Successor Rate for such Applicable Currency in accordance with this Section 1.13 1.12 with (x) in the case of LIBO Rate Loans denominated in Dollars, one or more SOFR-Based Rates or (y) in the case of any Alternate Applicable Currency with another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Applicable Currency and and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks for such Alternate Applicable Currency, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated (each, an “Adjustment;” and any such proposed rate, a “LIBO 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 unless, prior to such time, Lenders comprising (I) with respect to LIBO Rate Loans denominated in EurosDollars, the Required Euro Lenders, Lenders and (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Revolving Loans denominated in an Alternate Applicable Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders (A) in the case of an amendment to replace the LIBO Rate with respect to LIBO Rate Loans denominated in Dollars with a rate described in clause (x), object to any Adjustment; or (B) in the case of an amendment to replace the Relevant Rate with respect to Loans denominated in such Applicable Currency with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of an amendment to replace the LIBO Rate with respect to LIBO Rate Loans denominated in Dollars, such required lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Any LIBO Successor Rate shall be applied in a manner consistent with market practice for comparable syndicated loans being executed at the time of such determination; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower RepresentativeBorrower. Notwithstanding anything to the contrary herein, if at any time any LIBO Successor Rate as so determined would otherwise be less than (ua) in solely with respect to the case of Initial Term Loans comprised of Tranche B-1 Term Loans, 0.000.50% per annum, then the LIBO such Successor Rate with respect to such Tranche B-1 Term Loans will be deemed to be 0.000.50% per annum, annum and (wb) in solely with respect to the case of Initial Term Loans comprised of Tranche B-2 Term Revolving Loans, 0.000% per annum, then the LIBO such Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) in the case of Initial Term Loans comprised of Tranche B-3 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, (y) in the case of Initial Revolving Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Initial Revolving Loans will be deemed to be 0.00% per annum and (z) in the case of Term Loans comprised of 2021 Repricing Euro Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.000% per annum, in each case, case for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBO Successor Rate, the Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement (other than the Borrower Representative (such consent not to be unreasonably withheld or delayed)); provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to the Borrower Representative and the Lenders reasonably promptly after such amendment becomes effective. (b) If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBO Successor Rate has been determined in accordance with clause (a) of this Section 1.13 1.12 or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender and thereafter, (x) the obligation of the Lenders to make or maintain LIBO Loans whose interest is determined by reference to the Relevant Rate Loans in each Alternate any Applicable Currency with respect to which such circumstances exist shall be suspended (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) and (y) the LIBO Relevant Rate component shall no longer be utilized in determining the Alternate Base Rate or Canadian Prime Rate, as applicable, for such Alternate Currency, until the LIBO Successor Rate has been determined in accordance with clause (a) for such Alternate Applicable Currency. Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate the Loans (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) or, failing that, (i) (A) if the requested Loans are denominated in Canadian Dollars, will be deemed to have converted such request into a request for a Borrowing of Canadian Prime Rate ABR Loans (subject to the foregoing clause (y) in the amount specified therein), and (B) if the requested Loans are denominated in an Alternate Applicable Currency (other than Canadian Dollars), will be deemed to have converted any such request into a request for Loans at a rate reflecting the generally accepted then-prevailing market rate convention (including any mathematical or other adjustments thereto) as agreed by the Administrative Agent and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that time, the Administrative Agent and the Borrower Representative shall enter in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which 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 unless, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans will be deemed to have been converted into (A) Canadian Prime Rate Loans (to an ABR Borrowing in the case of such Loans denominated in Canadian Dollars) or (B) Loans bearing interest at Dollar Equivalent thereof on the rate described in the foregoing clause (i)(B) for the Alternate Currency (in the case of such Loans denominated in an Alternate Currency), in each case, at the end last day of the Interest Period applicable Interest Periodthereto.

Effect of Benchmark Transition Event. (a) 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 Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower RepresentativeBorrower) that the Borrower Representative or Required Lenders (as applicable) have determined with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars), that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Alternate Currency Dollars for any Interest Period hereunder or any other tenors of LIBOR, including because the LIBO Rate for such Alternate Currency Dollars is not available or published on a current basis at such time and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBO Rate for such Alternate Currency Dollars or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which the LIBO Rate or the Published LIBO Rate for such Alternate Currency Dollars shall no longer be made available, or used for determining the interest rate of loans denominated in such Alternate CurrencyDollars, provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent that will continue to provide the LIBO Rate for such Alternate Currency Dollars after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBO Rate for such Alternate Currency Dollars or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of the LIBO Rate are no longer representative; or (iv) syndicated loans being executed at the time of such determination, or that include language similar to that contained in this Section 1.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate for such Alternate CurrencyDollars, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other Person) this Agreement solely for the purpose of replacing the LIBO Rate for such Alternate Currency Dollars in accordance with this Section 1.13 with in the case of any Alternate Currency with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Currency and Dollars and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks benchmark for such Alternate CurrencyDollars, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated (each, an “Adjustment;” and any such proposed rate, a “LIBO 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 unless, prior to such time, Lenders comprising (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders the Required Lenders object to any Adjustment or any rate which is not a SOFR-Based Rate; provided, that for the avoidance of doubt, such Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Any LIBO Successor Rate shall be applied in a manner consistent with market practice for comparable syndicated loans being executed at the time of such determination; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower RepresentativeBorrower. Notwithstanding anything to the contrary herein, if at any time any LIBO Successor Rate as so determined would otherwise be less than (ux) in the case of Initial Term Loans comprised of Tranche B-1 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-1 Initial Term Loans will be deemed to be 0.00% per annum, (w) in the case of Initial Term Loans comprised of Tranche B-2 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) in the case of Initial Term Loans comprised of Tranche B-3 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, annum and (y) in the case of Initial Revolving Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Initial Revolving Loans will be deemed to be 0.00% per annum and (z) in the case of Term Loans comprised of 2021 Repricing Euro Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.00% per annum, in each case, for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBO Successor Rate, the Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement (other than the Borrower Representative (such consent not to be unreasonably withheld or delayed)); provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to the Borrower Representative and the Lenders reasonably promptly after such amendment becomes effective. (b) If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBO Successor Rate has been determined in accordance with clause (a) of this Section 1.13 or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender and thereafter, (x) the obligation of the Lenders to make or maintain LIBO Rate Loans in each Alternate Currency with respect to which such circumstances exist Dollars shall be suspended (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) and (y) the LIBO Rate component shall no longer be utilized in determining the Base Rate or Canadian Prime Rate, as applicable, for such Alternate Currency, until the LIBO Successor Rate has been determined in accordance with clause (a) for such Alternate Currency). Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) or, failing that, (i) (A) if the any requested Loans are denominated in Canadian Dollars, Dollars will be deemed to have converted such request into a request for a Borrowing of Canadian Prime Rate ABR Loans (subject to the foregoing clause (y) in the amount specified therein), and (B) if the requested Loans are denominated in an Alternate Currency (other than Canadian Dollars), will be deemed to have converted such request into a request for Loans at a rate reflecting the generally accepted then-prevailing market rate convention (including any mathematical or other adjustments thereto) as agreed by the Administrative Agent and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that time, the Administrative Agent and the Borrower Representative shall enter in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which 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 unless, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans denominated in Dollars will be deemed to have been converted into (A) Canadian Prime Rate ABR Loans (in the case of such Loans denominated in Canadian Dollars) or (B) Loans bearing interest at the rate described in the foregoing clause (i)(B) for the Alternate Currency (in the case of such Loans denominated in an Alternate Currency), in each case, at the end of the applicable Interest Period.

Effect of Benchmark Transition Event. (a) Notwithstanding anything to the contrary herein or in this Agreement or any other Loan DocumentsDocument, if upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent determines (which determination shall be conclusive absent manifest error), or Agents and the Borrower Representative or Required Lenders notify may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event that has been approved by the Administrative Agent Agents (withand, in the case of the Required Lenders, a copy any amendment pursuant to the Borrower Representative) that the Borrower Representative or Required Lenders (as applicable) have determined with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars), that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Alternate Currency for any Interest Period hereunder or any other tenors first sentence of LIBOR, including because the LIBO Rate for such Alternate Currency is not available or published on a current basis at such time and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBO Rate for such Alternate Currency or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which the LIBO Rate or the Published LIBO Rate for such Alternate Currency shall no longer be made available, or used for determining the interest rate of loans denominated in such Alternate Currency, provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent that will continue to provide the LIBO Rate for such Alternate Currency after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBO Rate for such Alternate Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of the LIBO Rate are no longer representative; or (iv) syndicated loans being executed at the time of such determination, or that include language similar to that contained in this Section 1.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate for such Alternate Currency, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars2.24(a), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other PersonBorrower) this Agreement solely for the purpose of replacing the LIBO Rate for such Alternate Currency in accordance with this Section 1.13 with in the case of any Alternate Currency with another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Currency and including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks for such Alternate Currency, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated (each, an “Adjustment;” and any such proposed rate, a “LIBO Successor Rate”), and any such amendment shall will become effective at 5:00 p.m. on the fifth Business Day after the each Administrative Agent shall have has posted such proposed amendment to all Lenders unlessand the Borrower so long as neither Administrative Agent has received, prior to by such time, written notice of objection to such amendment from Lenders comprising (I) the Required Lenders of any Class. Any such amendment with respect to LIBO Rate Loans denominated an Early Opt-in EurosElection that has been approved by the Administrative Agents (and, in the Required Euro Lenders, (II) with respect case of any amendment pursuant to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollarsfirst sentence of this Section 2.24(a), the Borrower) will become effective on the date that Lenders comprising the Required Revolving Lenders, as applicable, Lenders of each Class have delivered to the applicable Administrative Agent written notice that such required lenders object to Required Lenders accept such amendment. Any No replacement of the LIBO Successor Rate shall be applied in with a manner consistent with market practice for comparable syndicated loans being executed at the time of such determination; provided that Benchmark Replacement pursuant to this Section 2.24 will occur prior to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower Representative. Notwithstanding anything to the contrary herein, if at any time any LIBO Successor Rate as so determined would otherwise be less than applicable Benchmark Transition Start Date. (ub) in the case of Initial Term Loans comprised of Tranche B-1 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-1 Term Loans will be deemed to be 0.00% per annum, (w) in the case of Initial Term Loans comprised of Tranche B-2 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) in the case of Initial Term Loans comprised of Tranche B-3 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, (y) in the case of Initial Revolving Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Initial Revolving Loans will be deemed to be 0.00% per annum and (z) in the case of Term Loans comprised of 2021 Repricing Euro Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.00% per annum, in each case, for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBO Successor RateBenchmark Replacement, the Administrative Agent Agents will have the right to make Successor Rate 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 Successor Rate Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement (other than the Borrower Representative (such consent not to be unreasonably withheld or delayed))Agreement; provided that, with respect to any such amendment effected, that the Administrative Agent Agents shall post each such any amendment implementing such Successor Rate Benchmark Replacement Conforming Changes to the Borrower Representative and the Lenders reasonably promptly after such amendment becomes effective. (bc) If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBO Successor Rate has been determined in accordance with clause (a) of this Section 1.13 or the Scheduled Unavailability Date has occurred (as applicable), the Each Administrative Agent will promptly so notify the Borrower Representative and each Lender and thereafter, (x) the obligation of the Lenders to make of (i) any occurrence of a Benchmark Transition Event or maintain LIBO Rate Loans an Early Opt-in each Alternate Currency with respect to which such circumstances exist shall be suspended (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) and (y) the LIBO Rate component shall no longer be utilized in determining the Base Rate or Canadian Prime RateElection, as applicable, for such Alternate Currencyand its related Benchmark Replacement Date and Benchmark Transition Start Date, until (ii) the LIBO Successor Rate has been determined 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 either Administrative Agent or Lenders pursuant to this Section 2.24, 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 accordance with clause its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.24. (ad) for such Alternate Currency. Upon the Borrower’s receipt of such noticenotice of the commencement of a Benchmark Unavailability Period, the Borrower Representative may revoke any pending request for a Eurodollar Borrowing of, conversion to or continuation of LIBO Rate Eurodollar Loans (to the extent of the affected LIBO Rate Loansbe made, Interest Periods, interest payment dates converted or payment periods) orcontinued during any Benchmark Unavailability Period and, failing that, (i) (A) if the requested Loans are denominated in Canadian Dollars, Borrower will be deemed to have converted any such request into a request for a Borrowing of Canadian Prime Rate Loans (subject or conversion to the foregoing clause (y) in the amount specified therein), and (B) if the requested Loans are denominated in an Alternate Currency (other than Canadian Dollars), will be deemed to have converted such request into a request for Loans at a rate reflecting the generally accepted then-prevailing market rate convention (including ABR Loans. During any mathematical or other adjustments thereto) as agreed by the Administrative Agent and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that timeBenchmark Unavailability Period, the Administrative Agent and the Borrower Representative shall enter component of ABR based upon LIBOR will not be used in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which 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 unless, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans will be deemed to have been converted into (A) Canadian Prime Rate Loans (in the case determination of such Loans denominated in Canadian Dollars) or (B) Loans bearing interest at the rate described in the foregoing clause (i)(B) for the Alternate Currency (in the case of such Loans denominated in an Alternate Currency), in each case, at the end of the applicable Interest PeriodABR.

Effect of Benchmark Transition Event. (a) Notwithstanding anything Subject to clauses (b), (c), (d), (e) and (f) of this Section 4.16, if: (i) the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines Required Lenders determine (which determination shall be conclusive absent manifest error), or the Borrower Representative or Required Lenders notify the Administrative Agent ) (with, in the case of the Required Lenders, a copy A) prior to the Borrower Representative) commencement of any Interest Period for a Term Benchmark Loan, that the Borrower Representative or Required Lenders (as applicable) have determined with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars), that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Adjusted Term SOFR Rate for such Alternate Currency for any Interest Period hereunder or any other tenors of LIBOR, (including because the LIBO Term SOFR Reference Rate for such Alternate Currency is not available or published on a current basis basis), for such Interest Period or (B) at such time any time, that adequate and such circumstances are unlikely to be temporaryreasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFR; or (ii) the administrator Required Lenders advise the Company and the Administrative Agent, that (A) prior to the commencement of any Interest Period for a Term Benchmark Loan, the LIBO Adjusted Term SOFR Rate for such Alternate Currency Interest Period will not adequately and fairly reflect the cost to such Lenders (or a Governmental Authority having jurisdiction over Lender) of making or maintaining their Loans (or its Loan) included in such Loan for such Interest Period or (B) at any time, Adjusted Daily Simple 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 Loan; then the Administrative Agent or such administrator has made a public statement identifying a specific date after which (as directed in writing by the LIBO Rate or Required Lenders) shall give written notice thereof to the Published LIBO Rate for such Alternate Currency shall no longer be made availableCompany and the Lenders as promptly as practicable thereafter and, or used for determining the interest rate of loans denominated in such Alternate Currency, provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to until (x) the Administrative Agent (as directed in writing by the Required Lenders) notifies the Company and the Lenders that will continue the circumstances giving rise to provide such notice no longer exist with respect to the LIBO Rate for such Alternate Currency after such specific date relevant Benchmark and (such specific date, the “Scheduled Unavailability Date”); or (iiiy) the administrator Company delivers a new conversion request in accordance with the terms of Section 4.3, any conversion request that requests the conversion of any Loan to, or continuation of any Loan as, a Term Benchmark Loan and any Borrowing Notice that requests a Term Benchmark Loan shall instead be deemed to be an conversion request or a Borrowing Notice, as applicable, for a Base Rate Loan; provided that if the circumstances giving rise to such notice affect only one Type of Loans, then all other Types of Loans shall be permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the LIBO Rate for such Alternate Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors Company’s receipt of the LIBO Rate are no longer representative; or (iv) syndicated loans being executed at notice from the time of such determination, or that include language similar Administrative Agent referred to that contained in this Section 1.134.16(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan, are being executed or amended then until (x) the Administrative Agent (as applicabledirected in writing by the Required Lenders) notifies the Company and the Lenders that the circumstances giving rise to incorporate or adopt such notice no longer exist with respect to the relevant Benchmark and (y) the Company delivers a new benchmark interest rate conversion request in accordance with the terms of Section 4.3, any Term Benchmark Loan shall on the last day of the Interest Period applicable to replace the LIBO Rate for such Alternate CurrencyLoan, then, reasonably promptly after such determination be converted by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate Loans denominated in Eurosto, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other Person) this Agreement solely for the purpose of replacing the LIBO Rate for such Alternate Currency in accordance with this Section 1.13 with in the case of any Alternate Currency with another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Currency and including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks for such Alternate Currency, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated (each, an “Adjustment;” and any such proposed rateconstitute, a “LIBO 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 unless, prior to such time, Lenders comprising Base Rate Loan. (Ib) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such amendment. Any LIBO Successor Rate shall be applied in a manner consistent with market practice for comparable syndicated loans being executed at the time of such determination; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower Representative. Notwithstanding anything to the contrary hereinherein or in any other Loan Document, if at a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any time any LIBO Successor Rate as so determined would otherwise be less than (u) in setting of the case of Initial Term Loans comprised of Tranche B-1 Term Loans, 0.00% per annumthen-current Benchmark, then the LIBO Successor Rate with respect to such Tranche B-1 Term Loans will be deemed to be 0.00% per annum, (w) in the case of Initial Term Loans comprised of Tranche B-2 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) if a Benchmark Replacement is determined in accordance with clause (1) of the case definition of Initial Term Loans comprised “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 Tranche B-3 Term Loanssuch Benchmark setting and subsequent Benchmark settings without any amendment to, 0.00% per annumor further action or consent of any other party to, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the case definition of Initial Revolving Loans“Benchmark Replacement” for such Benchmark Replacement Date, 0.00% per annumsuch 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, then the LIBO Successor Rate with respect to such Initial Revolving Loans will be deemed to be 0.00% per annum and (z) in the case or further action or consent of Term Loans comprised of 2021 Repricing Euro Term Loansany other party to, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.00% per annum, in each case, for the purposes of this Agreement and the or any other Loan Documents. In connection with Document. (c) Notwithstanding anything to the implementation of a LIBO Successor Ratecontrary herein or in any other Loan Document, the Administrative Agent Required Lenders will have the right to make Successor Rate 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 Successor Rate 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 d) The Administrative Agent (as directed in writing by the Borrower Representative Required Lenders) will promptly notify the Company and the Lenders of (such consent not 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 unreasonably withheld made by any Lender (or delayed)); provided thatgroup of Lenders) pursuant to this Section 4.16, 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 such amendment effecteddecision to take or refrain from taking any action or any selection, the Administrative Agent shall post 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 such amendment implementing such Successor Rate Conforming Changes case, as expressly required pursuant to the Borrower Representative and the Lenders reasonably promptly after such amendment becomes effectivethis Section 4.16. (be) IfNotwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the end 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 Required Lenders in their 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 Required Lenders may modify the definition of “Interest Period, relevant interest payment date ” for any Benchmark settings at or payment period for interest calculated, no LIBO Successor Rate has been determined in accordance with after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (ai) of this Section 1.13 above either (A) is subsequently displayed on a screen or the Scheduled Unavailability Date has occurred information service for a Benchmark (as applicable)including a Benchmark Replacement) or (B) is not, the Administrative Agent or is no longer, subject to an announcement that it is or will promptly so notify the Borrower Representative and each Lender and thereafter, (x) the obligation of the Lenders to make or maintain LIBO Rate Loans in each Alternate Currency with respect to which such circumstances exist shall be suspended (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) and (y) the LIBO Rate component shall no longer be utilized in determining representative for a Benchmark (including a Benchmark Replacement), then the Base Rate Required Lenders may modify the definition of “Interest Period” for all Benchmark settings at or Canadian Prime Rate, as applicable, for after such Alternate Currency, until time to reinstate such previously removed tenor. (f) Upon the LIBO Successor Rate has been determined in accordance with clause (a) for such Alternate Currency. Upon Company’s receipt of such noticenotice of the commencement of a Benchmark Unavailability Period, the Borrower Representative Company may revoke any pending request for a Borrowing Term Benchmark Loan or of, conversion to or continuation of LIBO Rate Term Benchmark Loans (to the extent of the affected LIBO Rate Loansbe made, Interest Periods, interest payment dates converted or payment periods) orcontinued during any Benchmark Unavailability Period and, failing that, (i) (A) if the requested Loans are denominated in Canadian Dollars, Borrowers will be deemed to have converted such any request for a Term Benchmark Loan into a request for a Borrowing Loan of Canadian Prime or conversion to a Base Rate Loans (subject to Loan. During any Benchmark Unavailability Period or at any time that a tenor for the foregoing clause (y) in then-current Benchmark is not an Available Tenor, the amount specified therein)component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, and (B) if the requested Loans are denominated in an Alternate Currency (other than Canadian Dollars)as applicable, will not be deemed used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to have a Relevant Rate applicable to such Term Benchmark Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 4.16, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted such request into a request for Loans at a rate reflecting the generally accepted then-prevailing market rate convention (including any mathematical or other adjustments thereto) as agreed by the Administrative Agent to, and shall constitute a Base Rate Loan. (g) None of the Agents shall have any obligation to determine, identify or calculate SOFR, Term SOFR, any Benchmark, the Unadjusted Benchmark Replacement, any Benchmark Replacement, any alternative rate, or any constituent rate of the forgoing, any adjustment (including any Benchmark Replacement Adjustment) or modifier to the forgoing, or have any responsibility to determine the unavailability of the forgoing, or the occurrence or non-occurrence of any event, circumstance or date related to the foregoing. Each of the Agents shall be entitled to rely on any such determination, identification or selection made under this Agreement, and shall have no liability for (i) such determination, identification or selection by the Borrowers and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that timeRequired Lenders hereunder, the Administrative Agent and the Borrower Representative shall enter in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which 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 unless, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans will be deemed to have been converted into failure or delay of any party in performing its duties under this Agreement or any other document as a result the unavailability of any applicable rate, (Aiii) Canadian Prime Rate Loans (in the case unavailability of such Loans denominated in Canadian Dollars) the methodology or conventions for calculations of any of the foregoing or (Biv) Loans bearing interest at the rate described failure or delay of any Person in making any determination hereunder, or delivering any direction, instruction, clarification, notice or information requested or contemplated by the foregoing clause (i)(B) for the Alternate Currency (in the case terms of such Loans denominated in an Alternate Currency), in each case, at the end of the applicable Interest Periodthis Agreement.

Effect of Benchmark Transition Event. (aj) . Notwithstanding anything to the contrary herein or in this Agreement or any other Loan DocumentsDocument, if upon the Administrative Agent determines (which determination shall be conclusive absent manifest error)occurrence of a Benchmark Transition Event or an Early Opt-in Election, or the Borrower Representative or Required Lenders notify as applicable, the Administrative Agent (with, in at the case direction of the Required Lenders, a copy to ) and the Borrower Representativemay amend this Agreement to replace the Adjusted Eurocurrency Rate with a Benchmark Replacement; provided that any such Benchmark Replacement shall be administratively feasible for the Administrative Agent, and provided further the Administrative Agent shall not be bound to follow or agree to any amendment or supplement to this Agreement (including, without limitation, any Benchmark Replacement Conforming Changes) that would increase or materially change or affect the Borrower Representative duties, obligations or Required Lenders liabilities of the Administrative Agent (as applicable) have determined including, without limitation, the imposition or expansion of discretionary authority), or reduce, eliminate, limit or otherwise change any right, privilege or protection of the Administrative Agent, or would otherwise materially and adversely affect the Administrative Agent, in each case in its reasonable judgment, without its express written consent. Any such amendment with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars), that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Alternate Currency for any Interest Period hereunder or any other tenors of LIBOR, including because the LIBO Rate for such Alternate Currency is not available or published on a current basis at such time and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBO Rate for such Alternate Currency or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which the LIBO Rate or the Published LIBO Rate for such Alternate Currency shall no longer be made available, or used for determining the interest rate of loans denominated in such Alternate Currency, provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent that Benchmark Transition Event will continue to provide the LIBO Rate for such Alternate Currency after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBO Rate for such Alternate Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of the LIBO Rate are no longer representative; or (iv) syndicated loans being executed at the time of such determination, or that include language similar to that contained in this Section 1.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate for such Alternate Currency, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other Person) this Agreement solely for the purpose of replacing the LIBO Rate for such Alternate Currency in accordance with this Section 1.13 with in the case of any Alternate Currency with another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Currency and including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks for such Alternate Currency, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated (each, an “Adjustment;” and any such proposed rate, a “LIBO Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have has posted such proposed amendment to all Lenders unlessand the Borrower so long as the Administrative Agent has not received, prior to by such time, written notice of objection to such amendment from Lenders comprising (I) the Required Lenders. Any such amendment with respect to LIBO Rate Loans denominated an Early Opt-in Euros, Election will become effective on the date that Lenders comprising the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to Required Lenders accept such amendment. Any LIBO Successor No replacement of the Adjusted Eurocurrency Rate shall be applied in with a manner consistent with market practice for comparable syndicated loans being executed at the time of such determination; provided that Benchmark Replacement pursuant to this Section 2.09(i) will occur prior to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower Representative. Notwithstanding anything to the contrary herein, if at any time any LIBO Successor Rate as so determined would otherwise be less than (u) in the case of Initial Term Loans comprised of Tranche B-1 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-1 Term Loans will be deemed to be 0.00% per annum, (w) in the case of Initial Term Loans comprised of Tranche B-2 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) in the case of Initial Term Loans comprised of Tranche B-3 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, (y) in the case of Initial Revolving Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Initial Revolving Loans will be deemed to be 0.00% per annum and (z) in the case of Term Loans comprised of 2021 Repricing Euro Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.00% per annum, in each case, for the purposes of this Agreement and the other Loan Documentsapplicable Benchmark Transition Start Date. In connection with the implementation of a LIBO Successor RateBenchmark Replacement, the Administrative Agent (at the direction of the Required Lenders) will have the right to make Successor Rate 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 Successor Rate Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to #4848-6974-4858 this Agreement Agreement. The Administrative Agent (other than at the direction of the Required Lenders) will promptly notify the Borrower Representative and the Lenders of (such consent not i) any 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, (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 be unreasonably withheld or delayedthis Section 2.09(i)); provided that, 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 such amendment effecteddecision 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(i). In the event that Adjusted Eurocurrency Rate or applicable Benchmark Replacement is not available on any determination date, then unless the Administrative Agent is notified of a replacement benchmark in accordance with the provisions of this Agreement at least five Business Days prior to any dated upon which interest payments are due pursuant to this Agreement, the Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to use the Borrower Representative and interest rate in effect for the Lenders reasonably promptly after such amendment becomes effective. (b) If, at the end of any immediately prior Interest Period, relevant interest payment date or payment period for interest calculated, no LIBO Successor Rate has been determined in accordance with clause (a) . Upon the Borrower’s receipt of this Section 1.13 or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender and thereafter, (x) the obligation notice of the Lenders to make or maintain LIBO Rate Loans in each Alternate Currency with respect to which such circumstances exist shall be suspended (to the extent commencement of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) and (y) the LIBO Rate component shall no longer be utilized in determining the Base Rate or Canadian Prime Rate, as applicable, for such Alternate Currency, until the LIBO Successor Rate has been determined in accordance with clause (a) for such Alternate Currency. Upon receipt of such noticea Benchmark Unavailability Period, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Eurocurrency Loans (to the extent of the affected LIBO Rate Loansbe made, Interest Periods, interest payment dates converted or payment periods) orcontinued during any Benchmark Unavailability Period and, failing that, (i) (A) if the requested Loans are denominated in Canadian Dollars, Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of Canadian Prime or conversion to Base Rate Loans (subject to the foregoing clause (y) in the amount specified therein), and (B) if the requested Loans are denominated in an Alternate Currency (other than Canadian Dollars), will be deemed to have converted such request into a request for Loans at a rate reflecting the generally accepted then-prevailing market rate convention (including Loans. During any mathematical or other adjustments thereto) as agreed by the Administrative Agent and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that timeBenchmark Unavailability Period, the Administrative Agent and the Borrower Representative shall enter in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which 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 unless, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans will be deemed to have been converted into (A) Canadian Prime Rate Loans (in the case of such Loans denominated in Canadian Dollars) or (B) Loans bearing interest at the rate described in the foregoing clause (i)(B) for the Alternate Currency (in the case of such Loans denominated in an Alternate Currency), in each case, at the end component of the applicable Interest PeriodBase Rate based upon the Adjusted Eurocurrency Rate will not be used in any determination of the Base Rate.

Effect of Benchmark Transition Event. (a) 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 Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower RepresentativeBorrower) that the Borrower Representative or Required Lenders (as applicable) have determined with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars)Applicable Currency, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Relevant Rate for such Alternate Applicable Currency for any Interest Period hereunder or any other tenors of LIBORsuch Relevant Rate, including because the LIBO Relevant Rate for such Alternate Applicable Currency is not available or published on a current basis at such time and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBO Relevant Rate for such Alternate Applicable Currency or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which the LIBO Rate or the Published LIBO Relevant Rate for such Alternate Applicable Currency shall no longer be made available, or used for determining the interest rate of loans denominated in such Alternate Applicable Currency, provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent that will continue to provide the LIBO Relevant Rate for such Alternate Applicable Currency after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBO Relevant Rate for such Alternate Applicable Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of the LIBO Relevant Rate are no longer representative; or (iv) syndicated loans being executed at the time of such determination, or that include language similar to that contained in this Section 1.131.12, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Relevant Rate for such Alternate Applicable Currency, or if the events or circumstances of the type described in Section 1.12(a)(i), (ii) or (iii) have occurred with respect to the Successor Rate then in effect, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate Term SOFR Loans denominated in EurosDollars, the Required Euro Lenders, Lenders or (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Revolving Loans denominated in an Alternate Applicable Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other Person) this Agreement solely for the purpose of replacing the LIBO Relevant Rate for such Alternate Applicable Currency or any then-current Successor Rate for such Applicable Currency in accordance with this Section 1.13 1.12 with (x) in the case of Term SOFR Loans denominated in Dollars, one or more Successor Rates or (y) in the case of any Alternate Applicable Currency with another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Applicable Currency and and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks for such Alternate Currency, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated Applicable Currency (each, an “Adjustment;” and any such proposed rate, a “LIBO Successor Rate”), and any . 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 (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such amendment. Any LIBO Successor Rate shall be applied in a manner consistent with prevailing market practice for comparable syndicated loans being executed at the time of such determination; provided that to the extent such prevailing market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower RepresentativeBorrower. Notwithstanding anything to the contrary herein, if at any time any LIBO Successor Rate as so determined would otherwise be less than (ua) in solely with respect to the case of Initial Term Loans comprised of Tranche B-1 Term Loans, 0.000.50% per annum, then the LIBO such Successor Rate with respect to such Tranche B-1 Term Loans will be deemed to be 0.000.50% per annum, annum and (wb) in solely with respect to the case of Initial Term Loans comprised of Tranche B-2 Term Revolving Loans, 0.000% per annum, then the LIBO such Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) in the case of Initial Term Loans comprised of Tranche B-3 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, (y) in the case of Initial Revolving Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Initial Revolving Loans will be deemed to be 0.00% per annum and (z) in the case of Term Loans comprised of 2021 Repricing Euro Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.000% per annum, in each case, case for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBO Successor Rate, the Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement (other than the Borrower Representative (such consent not to be unreasonably withheld or delayed)); provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to the Borrower Representative and the Lenders reasonably promptly after such amendment becomes effective. (b) If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBO Successor Rate has been determined in accordance with clause (a) of this Section 1.13 1.12 or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender and thereafter, (x) the obligation of the Lenders to make or maintain LIBO Loans whose interest is determined by reference to the Relevant Rate Loans in each Alternate any Applicable Currency with respect to which such circumstances exist shall be suspended (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) and (y) the LIBO Relevant Rate component shall no longer be utilized in determining the Alternate Base Rate or Canadian Prime Rate, as applicable, for such Alternate Currency, until the LIBO Successor Rate has been determined in accordance with clause (a) for such Alternate Applicable Currency. Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate the Loans (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) or, failing that, (i) (A) if the requested Loans are denominated in Canadian Dollars, will be deemed to have converted such request into a request for a Borrowing of Canadian Prime Rate ABR Loans (subject to the foregoing clause (y) in the amount specified therein), and (B) if the requested Loans are denominated in an Alternate Applicable Currency (other than Canadian Dollars), will be deemed to have converted any such request into a request for Loans at a rate reflecting the generally accepted then-prevailing market rate convention (including any mathematical or other adjustments thereto) as agreed by the Administrative Agent and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that time, the Administrative Agent and the Borrower Representative shall enter in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which 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 unless, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans will be deemed to have been converted into (A) Canadian Prime Rate Loans (to an ABR Borrowing in the case of such Loans denominated in Canadian Dollars) or (B) Loans bearing interest at Dollar Equivalent thereof on the rate described in the foregoing clause (i)(B) for the Alternate Currency (in the case of such Loans denominated in an Alternate Currency), in each case, at the end last day of the Interest Period applicable Interest Periodthereto.

Effect of Benchmark Transition Event. (a) 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 Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower Representative) that the Borrower Representative or Required Lenders (as applicable) have determined with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars), that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Alternate Currency for any Interest Period hereunder or any other tenors of LIBOR, including because the LIBO Rate for such Alternate Currency is not available or published on a current basis at such time and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBO Rate for such Alternate Currency or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which the LIBO Rate or the Published LIBO Rate for such Alternate Currency shall no longer be made available, or used for determining the interest rate of loans denominated in such Alternate Currency, provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent that will continue to provide the LIBO Rate for such Alternate Currency after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBO Rate for such Alternate Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of the LIBO Rate are no longer representative; or (iv) syndicated loans being executed at the time of such determination, or that include language similar to that contained in this Section 1.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate for such Alternate Currency, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other Person) this Agreement solely for the purpose of replacing the LIBO Rate for such Alternate Currency in accordance with this Section 1.13 with in the case of any Alternate Currency with another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Currency and including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks for such Alternate Currency, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated (each, an “Adjustment;” and any such proposed rate, a “LIBO 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 unless, prior to such time, Lenders comprising (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such amendment. Any LIBO Successor Rate shall be applied in a manner consistent with market practice for comparable syndicated loans being executed at the time of such determination; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower Representative. Notwithstanding anything to the contrary herein, if at any time any LIBO Successor Rate as so determined would otherwise be less than (u) in the case of Initial Term Loans comprised of Tranche B-1 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-1 Term Loans will be deemed to be 0.00% per annum, (w) in the case of Initial Term Loans comprised of Tranche B-2 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) in the case of Initial Term Loans comprised of Tranche B-3 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, (y) in the case of Initial InitialTwelfth Amendment Revolving Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Initial InitialTwelfth Amendment Revolving Loans will be deemed to be 0.00% per annum and (z) in the case of Term Loans comprised of 2021 Repricing Euro Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.00% per annum, in each case, for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBO Successor Rate, the Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement (other than the Borrower Representative (such consent not to be unreasonably withheld or delayed)); provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to the Borrower Representative and the Lenders reasonably promptly after such amendment becomes effective. (b) If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBO Successor Rate has been determined in accordance with clause (a) of this Section 1.13 or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender and thereafter, (x) the obligation of the Lenders to make or maintain LIBO Rate Loans in each Alternate Currency with respect to which such circumstances exist shall be suspended (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) and (y) the LIBO Rate component shall no longer be utilized in determining the Base Rate or Canadian Prime Rate, as applicable, for such Alternate Currency, until the LIBO Successor Rate has been determined in accordance with clause (a) for such Alternate Currency. Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) or, failing that, (i) (A) if the requested Loans are denominated in Canadian Dollars, will be deemed to have converted such request into a request for a Borrowing of Canadian Prime Rate Loans (subject to the foregoing clause (y) in the amount specified therein), and (B) if the requested Loans are denominated in an Alternate Currency (other than Canadian Dollars), will be deemed to have converted such request into a request for Loans at a rate reflecting the generally accepted then-prevailing market rate convention (including any mathematical or other adjustments thereto) as agreed by the Administrative Agent and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that time, the Administrative Agent and the Borrower Representative shall enter in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which 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 unless, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans will be deemed to have been converted into (A) Canadian Prime Rate Loans (in the case of such Loans denominated in Canadian Dollars) or (B) Loans bearing interest at the rate described in the foregoing clause (i)(B) for the Alternate Currency (in the case of such Loans denominated in an Alternate Currency), in each case, at the end of the applicable Interest Period.

Effect of Benchmark Transition Event. (a) Notwithstanding anything If at least two (2) Business Days prior to the contrary in this Agreement or commencement of any other Loan Documents, if Interest Period for a Eurodollar Borrowing: (i) the Administrative Agent determines shall have determined (which determination shall be conclusive absent manifest error)and binding upon the Borrower) that, or by reason of circumstances affecting the Borrower Representative or Required Lenders notify the Administrative Agent (withrelevant interbank market, in the case of the Required Lenders, a copy to the Borrower Representative) that the Borrower Representative or Required Lenders (as applicable) have determined with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars), that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Adjusted Eurodollar Rate for such Alternate Currency for any Interest Period hereunder or any other tenors of LIBOR(including, including without limitation, because the LIBO Rate for such Alternate Currency LIBOR is not available or published on a current basis basis) for such Interest Period, provided that no Benchmark Transition Event or Early Opt-In Election shall have occurred at such time and or for such circumstances are unlikely to be temporary; Interest Period, or (ii) the administrator of Administrative Agent shall have received notice from the LIBO Required Lenders that the Adjusted Eurodollar Rate for such Alternate Currency Interest Period will not adequately and fairly reflect the cost to such Lenders of making, funding or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which the LIBO Rate or the Published LIBO Rate maintaining their Eurodollar Loans for such Alternate Currency shall no longer be made availableInterest Period, or used for determining the interest rate of loans denominated in such Alternate Currency, provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent that will continue to provide the LIBO Rate for such Alternate Currency after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBO Rate for such Alternate Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of the LIBO Rate are no longer representative; or (iv) syndicated loans being executed at the time of such determination, or that include language similar to that contained in this Section 1.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate for such Alternate Currency, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other Person) this Agreement solely for the purpose of replacing the LIBO Rate for such Alternate Currency in accordance with this Section 1.13 with in the case of any Alternate Currency with another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Currency and including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks for such Alternate Currency, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated (each, an “Adjustment;” and any such proposed rate, a “LIBO 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 unlessgive written notice thereof (or telephonic notice, prior to such time, Lenders comprising (Ipromptly confirmed in writing) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such amendment. Any LIBO Successor Rate shall be applied in a manner consistent with market practice for comparable syndicated loans being executed at the time of such determination; provided that Borrower and to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner Lenders as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower Representativesoon as practicable thereafter. Notwithstanding anything to the contrary herein, if at any time any LIBO Successor Rate as so determined would otherwise be less than (u) in the case of Initial Term Loans comprised of Tranche B-1 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-1 Term Loans will be deemed to be 0.00% per annum, (w) in the case of Initial Term Loans comprised of Tranche B-2 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) in the case of Initial Term Loans comprised of Tranche B-3 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, (y) in the case of Initial Revolving Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Initial Revolving Loans will be deemed to be 0.00% per annum and (z) in the case of Term Loans comprised of 2021 Repricing Euro Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.00% per annum, in each case, for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBO Successor Rate, the Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement (other than the Borrower Representative (such consent not to be unreasonably withheld or delayed)); provided that, with respect to any such amendment effected, Until the Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to notify the Borrower Representative and the Lenders reasonably promptly after that the circumstances giving rise to such amendment becomes effective. (b) If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, notice no LIBO Successor Rate has been determined in accordance with clause (a) of this Section 1.13 or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender and thereafterlonger exist, (xi) the obligation obligations of the Lenders to make Eurodollar Revolving Loans or maintain LIBO to continue or convert outstanding Loans as or into Eurodollar Loans shall be suspended, (ii) all such affected Loans shall be converted into Base Rate Loans in each Alternate Currency with respect to which such circumstances exist shall be suspended (to on the extent last day of the affected LIBO Rate Loans, then current Interest Periods, interest payment dates or payment periods) Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement and (yiii) the LIBO Adjusted Eurodollar Rate component shall no longer be utilized in determining the Alternate Base Rate or Canadian Prime Rate, as applicable, for such Alternate Currency, until the LIBO Successor Rate has been determined in accordance with clause (a) for such Alternate Currencyshall be suspended. Upon receipt of such notice, Unless the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) or, failing that, (i) (A) if the requested Loans are denominated in Canadian Dollars, will be deemed to have converted such request into a request for a Borrowing of Canadian Prime Rate Loans (subject to the foregoing clause (y) in the amount specified therein), and (B) if the requested Loans are denominated in an Alternate Currency (other than Canadian Dollars), will be deemed to have converted such request into a request for Loans at a rate reflecting the generally accepted then-prevailing market rate convention (including any mathematical or other adjustments thereto) as agreed by notifies the Administrative Agent and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that time, the Administrative Agent and the Borrower Representative shall enter in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which amendment shall become effective at 5:00 p.m. on the fifth least one (1) Business Day after before the Administrative Agent date of any Eurodollar Borrowing for which a Notice of Revolving Borrowing has previously been given that it elects not to borrow, continue or convert to a Eurodollar Borrowing on such date, then such Revolving Borrowing shall have posted such proposed amendment to all Lenders unlessbe made as, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, continued as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans will be deemed to have been or converted into (A) Canadian Prime a Base Rate Loans (in the case of such Loans denominated in Canadian Dollars) or (B) Loans bearing interest at the rate described in the foregoing clause (i)(B) for the Alternate Currency (in the case of such Loans denominated in an Alternate Currency), in each case, at the end of the applicable Interest PeriodBorrowing.

Effect of Benchmark Transition Event. (a) (a) 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 Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower RepresentativeBorrower) that the Borrower Representative or Required Lenders (as applicable) have determined with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars)Applicable Currency, that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Relevant Rate for such Alternate Applicable Currency for any Interest Period hereunder or any other tenors of LIBORsuch Relevant Rate, including because the LIBO Relevant Rate for such Alternate Applicable Currency is not available or published on a current basis at such time and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBO Relevant Rate for such Alternate Applicable Currency or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which the LIBO Rate or the Published LIBO Relevant Rate for such Alternate Applicable Currency shall no longer be made available, or used for determining the interest rate of loans denominated in such Alternate Applicable Currency, provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent that will continue to provide the LIBO Relevant Rate for such Alternate Applicable Currency after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBO Relevant Rate for such Alternate Applicable Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of the LIBO Relevant Rate are no longer representative; or (iv) syndicated loans being executed at the time of such determination, or that include language similar to that contained in this Section 1.131.12, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Relevant Rate for such Alternate Applicable Currency, or if the events or circumstances of the type described in Section 1.12(a)(i), (ii) or (iii) have occurred with respect to the Successor Rate then in effect, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate RateTerm SOFR Loans denominated in EurosDollars, the Required Euro Lenders, Lenders or (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Revolving Loans denominated in an Alternate Applicable Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other Person) this Agreement solely for the purpose of replacing the LIBO Relevant Rate for such Alternate Applicable Currency or any then-current Successor Rate for such Applicable Currency in accordance with this Section 1.13 1.12 with (x) in the case of LIBO RateTerm SOFR Loans denominated in Dollars, one or more SOFR-BasedSuccessor Rates or (y) in the case of any Alternate Applicable Currency with another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Applicable Currency and and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks for such Alternate Applicable Currency, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated (each, an “Adjustment;” and (any such proposed rate, a “LIBO Successor Rate”), and any any. 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 (I) with respect to LIBO Rate Loans denominated in EurosDollars, the Required Euro Lenders, Lenders and (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Revolving Loans denominated in an Alternate Applicable Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders (A) in the case of an amendment to replace the LIBO Rate with respect to LIBO Rate Loans denominated in Dollars with a rate described in clause (x), object to any Adjustment; or (B) in the case of an amendment to replace the Relevant Rate with respect to Loans denominated in such Applicable Currency with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of an amendment to replace the LIBO Rate with respect to LIBO Rate Loans denominated in Dollars, such required lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment.the Required Lenders object to such amendment. Any LIBO Successor Rate shall be applied in a manner consistent with prevailing market practice for comparable syndicated loans being executed at the time of such determination; provided that to the extent such prevailing market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower RepresentativeBorrower. Notwithstanding anything to the contrary herein, if at any time any LIBO Successor Rate as so determined would otherwise be less than (ua) in solely with respect to the case of Initial Term Loans comprised of Tranche B-1 Term Loans, 0.000.50% per annum, then the LIBO such Successor Rate with respect to such Tranche B-1 Term Loans will be deemed to be 0.000.50% per annum, annum and (wb) in solely with respect to the case of Initial Term Loans comprised of Tranche B-2 Term Revolving Loans, 0.000% per annum, then the LIBO such Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) in the case of Initial Term Loans comprised of Tranche B-3 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, (y) in the case of Initial Revolving Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Initial Revolving Loans will be deemed to be 0.00% per annum and (z) in the case of Term Loans comprised of 2021 Repricing Euro Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.000% per annum, in each case, case for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBO Successor Rate, the Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement (other than the Borrower Representative (such consent not to be unreasonably withheld or delayed)); provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to the Borrower Representative and the Lenders reasonably promptly after such amendment becomes effective. (b) If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBO Successor Rate has been determined in accordance with clause (a) of this Section 1.13 1.12 or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender and thereafter, (x) the obligation of the Lenders to make or maintain LIBO Loans whose interest is determined by reference to the Relevant Rate Loans in each Alternate any Applicable Currency with respect to which such circumstances exist shall be suspended (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) and (y) the LIBO Relevant Rate component shall no longer be utilized in determining the Alternate Base Rate or Canadian Prime Rate, as applicable, for such Alternate Currency, until the LIBO Successor Rate has been determined in accordance with clause (a) for such Alternate Applicable Currency. Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate the Loans (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) or, failing that, (i) (A) if the requested Loans are denominated in Canadian Dollars, will be deemed to have converted such request into a request for a Borrowing of Canadian Prime Rate ABR Loans (subject to the foregoing clause (y) in the amount specified therein), and (B) if the requested Loans are denominated in an Alternate Applicable Currency (other than Canadian Dollars), will be deemed to have converted any such request into a request for Loans at a rate reflecting the generally accepted then-prevailing market rate convention (including any mathematical or other adjustments thereto) as agreed by the Administrative Agent and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that time, the Administrative Agent and the Borrower Representative shall enter in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which 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 unless, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans will be deemed to have been converted into (A) Canadian Prime Rate Loans (to an ABR Borrowing in the case of such Loans denominated in Canadian Dollars) or (B) Loans bearing interest at Dollar Equivalent thereof on the rate described in the foregoing clause (i)(B) for the Alternate Currency (in the case of such Loans denominated in an Alternate Currency), in each case, at the end last day of the Interest Period applicable Interest Periodthereto.

Effect of Benchmark Transition Event. (a) Notwithstanding anything to the contrary herein or in this Agreement or any other Loan DocumentsDocument, if upon the Administrative Agent determines (which determination shall be conclusive absent manifest error)occurrence of a Benchmark Transition Event or an Early Opt-in Election, or the Borrower Representative or Required Lenders notify as applicable, the Administrative Agent (with, in at the case direction of the Required Lenders, a copy to ) and the Borrower Representativemay amend this Agreement to replace the Adjusted Eurocurrency Rate with a Benchmark Replacement; provided that any such Benchmark Replacement shall be administratively feasible for the #4842-1976-9300 #4848-6974-4858 Administrative Agent, and provided further the Administrative Agent shall not be bound to follow or agree to any amendment or supplement to this Agreement (including, without limitation, any Benchmark Replacement Conforming Changes) that would increase or materially change or affect the Borrower Representative duties, obligations or Required Lenders liabilities of the Administrative Agent (as applicable) have determined including, without limitation, the imposition or expansion of discretionary authority), or reduce, eliminate, limit or otherwise change any right, privilege or protection of the Administrative Agent, or would otherwise materially and adversely affect the Administrative Agent, in each case in its reasonable judgment, without its express written consent. Any such amendment with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars), that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Alternate Currency for any Interest Period hereunder or any other tenors of LIBOR, including because the LIBO Rate for such Alternate Currency is not available or published on a current basis at such time and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBO Rate for such Alternate Currency or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which the LIBO Rate or the Published LIBO Rate for such Alternate Currency shall no longer be made available, or used for determining the interest rate of loans denominated in such Alternate Currency, provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent that Benchmark Transition Event will continue to provide the LIBO Rate for such Alternate Currency after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBO Rate for such Alternate Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of the LIBO Rate are no longer representative; or (iv) syndicated loans being executed at the time of such determination, or that include language similar to that contained in this Section 1.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate for such Alternate Currency, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other Person) this Agreement solely for the purpose of replacing the LIBO Rate for such Alternate Currency in accordance with this Section 1.13 with in the case of any Alternate Currency with another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Currency and including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks for such Alternate Currency, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated (each, an “Adjustment;” and any such proposed rate, a “LIBO Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have has posted such proposed amendment to all Lenders unlessand the Borrower so long as the Administrative Agent has not received, prior to by such time, written notice of objection to such amendment from Lenders comprising (I) the Required Lenders. Any such amendment with respect to LIBO Rate Loans denominated an Early Opt-in Euros, Election will become effective on the date that Lenders comprising the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to Required Lenders accept such amendment. Any LIBO Successor No replacement of the Adjusted Eurocurrency Rate shall be applied in with a manner consistent with market practice for comparable syndicated loans being executed at the time of such determination; provided that Benchmark Replacement pursuant to this Section 2.09(i) will occur prior to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower Representative. Notwithstanding anything to the contrary herein, if at any time any LIBO Successor Rate as so determined would otherwise be less than (u) in the case of Initial Term Loans comprised of Tranche B-1 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-1 Term Loans will be deemed to be 0.00% per annum, (w) in the case of Initial Term Loans comprised of Tranche B-2 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) in the case of Initial Term Loans comprised of Tranche B-3 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, (y) in the case of Initial Revolving Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Initial Revolving Loans will be deemed to be 0.00% per annum and (z) in the case of Term Loans comprised of 2021 Repricing Euro Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.00% per annum, in each case, for the purposes of this Agreement and the other Loan Documentsapplicable Benchmark Transition Start Date. In connection with the implementation of a LIBO Successor RateBenchmark Replacement, the Administrative Agent (at the direction of the Required Lenders) will have the right to make Successor Rate 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 Successor Rate Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement Agreement. The Administrative Agent (other than at the direction of the Required Lenders) will promptly notify the Borrower Representative and the Lenders of (such consent not i) any 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, (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 be unreasonably withheld or delayedthis Section 2.09(i)); provided that, 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 such amendment effecteddecision 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(i). In the event that Adjusted Eurocurrency Rate or applicable Benchmark Replacement is not available on any determination date, then unless the Administrative Agent is notified of a replacement benchmark in accordance with the provisions of this Agreement at least five Business Days prior to any dated upon which interest payments are due pursuant to this Agreement, the Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to use the Borrower Representative and interest rate in effect for the Lenders reasonably promptly after such amendment becomes effective. (b) If, at the end of any immediately prior Interest Period, relevant interest payment date or payment period for interest calculated, no LIBO Successor Rate has been determined in accordance with clause (a) . Upon the Borrower’s receipt of this Section 1.13 or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender and thereafter, (x) the obligation notice of the Lenders to make or maintain LIBO Rate Loans in each Alternate Currency with respect to which such circumstances exist shall be suspended (to the extent commencement of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) and (y) the LIBO Rate component shall no longer be utilized in determining the Base Rate or Canadian Prime Rate, as applicable, for such Alternate Currency, until the LIBO Successor Rate has been determined in accordance with clause (a) for such Alternate Currency. Upon receipt of such noticea Benchmark Unavailability Period, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Eurocurrency Loans (to the extent of the affected LIBO Rate Loansbe made, Interest Periods, interest payment dates converted or payment periods) orcontinued during any Benchmark Unavailability Period and, failing that, (i) (A) if the requested Loans are denominated in Canadian Dollars, Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of Canadian Prime or conversion to Base Rate Loans (subject to the foregoing clause (y) in the amount specified therein), and (B) if the requested Loans are denominated in an Alternate Currency (other than Canadian Dollars), will be deemed to have converted such request into a request for Loans at a rate reflecting the generally accepted then-prevailing market rate convention (including Loans. During any mathematical or other adjustments thereto) as agreed by the Administrative Agent and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that timeBenchmark Unavailability Period, the Administrative Agent and the Borrower Representative shall enter in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which 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 unless, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans will be deemed to have been converted into (A) Canadian Prime Rate Loans (in the case of such Loans denominated in Canadian Dollars) or (B) Loans bearing interest at the rate described in the foregoing clause (i)(B) for the Alternate Currency (in the case of such Loans denominated in an Alternate Currency), in each case, at the end component of the applicable Interest PeriodBase Rate based upon the Adjusted Eurocurrency Rate will not be used in any determination of the Base Rate.

Effect of Benchmark Transition Event. (a) Notwithstanding anything Subject to clauses (b) through (f) of this Section 2.15, if prior to the contrary in this Agreement or first day of any other Loan Documents, if Interest Period: (i) the Administrative Agent determines in its reasonable discretion (which determination shall be conclusive absent manifest error), or the Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower Representative) that the Borrower Representative or Required Lenders (as applicable) have determined with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars), that: (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Alternate Currency for any Interest Period hereunder or any other tenors of LIBOR, applicable Benchmark (including because the LIBO Rate for any screen rate necessary to determine such Alternate Currency rate is not available or published on a current basis basis), for such Interest Period (or for such day); provided that no Benchmark Transition Event shall have occurred at such time and with respect to such circumstances are unlikely to be temporaryBenchmark; or (ii) the administrator of Agent is advised by the LIBO Rate Required Lenders in their reasonable discretion that the applicable Benchmark for such Alternate Currency Interest Period (or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which the LIBO Rate or the Published LIBO Rate for such Alternate Currency day) will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loan(s) for such Interest Period (or for such day); then the Agent shall give notice thereof to the Borrower and the Lenders by telephone or electronic mail as promptly as practicable thereafter and, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any Loan that would otherwise be made availablefunded or maintained based on the relevant Benchmark shall instead be a Corporate Base Rate Loan, or used for determining and during such time the interest rate definition of loans denominated in such Alternate Currency, provided that, in each case, at “Interest Rate” shall be defined as “the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent that will continue to provide the LIBO Rate for such Alternate Currency after such specific date (such specific date, the “Scheduled Unavailability DateCorporate Base Rate”); or. (iiib) the administrator of the LIBO Rate for such Alternate Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of the LIBO Rate are no longer representative; or (iv) syndicated loans being executed at the time of such determination, or that include language similar to that contained in this Section 1.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate for such Alternate Currency, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other Person) this Agreement solely for the purpose of replacing the LIBO Rate for such Alternate Currency in accordance with this Section 1.13 with in the case of any Alternate Currency with another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Currency and including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks for such Alternate Currency, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated (each, an “Adjustment;” and any such proposed rate, a “LIBO 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 unless, prior to such time, Lenders comprising (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such amendment. Any LIBO Successor Rate shall be applied in a manner consistent with market practice for comparable syndicated loans being executed at the time of such determination; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower Representative. Notwithstanding anything to the contrary hereinherein or in any other Loan Document, if at a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any time any LIBO Successor Rate as so determined would otherwise be less than (u) in setting of the case of Initial Term Loans comprised of Tranche B-1 Term Loans, 0.00% per annumthen-current Benchmark, then the LIBO Successor Rate with respect to such Tranche B-1 Term Loans will be deemed to be 0.00% per annum, (w) in the case of Initial Term Loans comprised of Tranche B-2 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) if a Benchmark Replacement is determined in accordance with clause (1) of the case definition of Initial Term Loans comprised “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 Tranche B-3 Term Loanssuch Benchmark setting and subsequent Benchmark settings without any amendment to, 0.00% per annumor further action or consent of any other party to, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the case definition of Initial Revolving Loans“Benchmark Replacement” for such Benchmark Replacement Date, 0.00% per annumsuch 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. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, then or further action or consent of any other party to, this Agreement or any other Loan Document so long as the LIBO Successor Rate with respect Agent has not received, by such time, written notice of objection to such Initial Revolving Loans will be deemed to be 0.00% per annum and Benchmark Replacement from the Required Lenders. 62 762040188 (zc) in the case of Term Loans comprised of 2021 Repricing Euro Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.00% per annum, in each case, for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBO Successor RateBenchmark Replacement, the Administrative Agent will have the right to make Successor Rate 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 Successor Rate 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 d) The Agent will promptly notify the Borrower Representative and the Lenders of (such consent not 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 clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be unreasonably withheld made by the Agent or, if applicable, any Lender (or delayed)); provided thatgroup of Lenders) pursuant to this Section 2.15, 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 such amendment effecteddecision to take or refrain from taking any action or any selection, the Administrative Agent shall post will be conclusive and binding absent manifest error and may be made in its or their reasonable discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each such amendment implementing such Successor Rate Conforming Changes case, as expressly required pursuant to the Borrower Representative and the Lenders reasonably promptly after such amendment becomes effectivethis Section 2.15. (be) IfNotwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the end 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 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 Agent may modify the definition of “Interest Period, relevant interest payment date ” for any Benchmark settings at or payment period for interest calculated, no LIBO Successor Rate has been determined in accordance with after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (ai) of this Section 1.13 above either (A) is subsequently displayed on a screen or the Scheduled Unavailability Date has occurred information service for a Benchmark (as applicable)including a Benchmark Replacement) or (B) is not, the Administrative Agent or is no longer, subject to an announcement that it is or will promptly so notify the Borrower Representative and each Lender and thereafter, (x) the obligation of the Lenders to make or maintain LIBO Rate Loans in each Alternate Currency with respect to which such circumstances exist shall be suspended (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) and (y) the LIBO Rate component shall no longer be utilized in determining representative for a Benchmark (including a Benchmark Replacement), then the Base Rate Agent may modify the definition of “Interest Period” for all Benchmark settings at or Canadian Prime Rate, as applicable, for after such Alternate Currency, until time to reinstate such previously removed tenor. (f) Upon the LIBO Successor Rate has been determined in accordance with clause (a) for such Alternate Currency. Upon Borrower’s receipt of such noticenotice of the commencement of a Benchmark Unavailability Period, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) orduring such Benchmark Unavailability Period and, failing that, (i) (A) if any Loan that would otherwise be funded or maintained based on the requested Loans are denominated in Canadian Dollarsrelevant Benchmark shall, will during such Benchmark Unavailability Period, instead be deemed to have converted such request into a request for a Borrowing of Canadian Prime Rate Loans (subject to funded or maintained based on the foregoing clause (y) in the amount specified therein)Corporate Base Rate, and (B) if during such time the requested Loans are denominated in an Alternate Currency (other than Canadian Dollars), will be deemed to have converted such request into a request for Loans at a rate reflecting definition of “Interest Rate” shall defined as “the generally accepted then-prevailing market rate convention (including any mathematical or other adjustments thereto) as agreed by the Administrative Agent and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that time, the Administrative Agent and the Borrower Representative shall enter in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which 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 unless, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans will be deemed to have been converted into (A) Canadian Prime Rate Loans (in the case of such Loans denominated in Canadian Dollars) or (B) Loans bearing interest at the rate described in the foregoing clause (i)(B) for the Alternate Currency (in the case of such Loans denominated in an Alternate Currency), in each case, at the end of the applicable Interest PeriodCorporate Base Rate”.