“Benchmark Replacement Related Definition” means any term defined in the Existing Agreement or any other Existing Document (or any partial definition thereof) as in effect immediately prior to giving effect to the provisions of this Amendment on the Transition Date, however phrased, primarily relating to the replacement of USD LIBOR or, if applicable, any successor benchmark, including by way of example any instances of “Benchmark”, “Benchmark Replacement”, “Benchmark Adjustment”, “Benchmark Replacement Date”, “Benchmark Transition Event”, “Benchmark Unavailability Period”, “Conforming Changes”, “Early Opt-In Election”, “Eurodollar Successor Rate”, “LIBOR Successor Rate” or “Unadjusted Benchmark Replacement” or other analogous or similar terms used in determining and implementing a successor rate to USD LIBOR or, if applicable, such successor benchmark.

The Administrative Agent will promptly notify the Borrower and the [[Organization B:Organization]] of # the implementation of any Benchmark Replacement and # the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of # the removal or reinstatement of any tenor of a Benchmark Rate pursuant to [Section 2.11(e) and (y)])] the commencement of any Benchmark Unavailability Period.

“Benchmark Conforming Changes” is defined in [Section 15.24].

In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).

No Responsibility for the Term SOFR Rate or Benchmark Replacement. The Collateral Agent, Collateral Administrator and Securities Intermediary shall not be under any obligation # to monitor, determine or verify the unavailability or cessation of the Term SOFR Rate (or any other applicable index, floating rate or Benchmark Replacement), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Replacement Date, Benchmark Transition Event or Benchmark Unavailability Period, # to select, determine or designate any Benchmark Replacement or other alternate benchmark rate, or other successor or replacement rate, or whether any conditions to the designation of such a rate have been satisfied, or # to select, determine or designate any Benchmark Replacement Adjustment or other modifier to any Benchmark Replacement or other replacement or successor rate or index, or # to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing.

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Benchmark Replacement Setting. Notwithstanding anything to the contrary herein or in any other Loan Document (provided that no ‎Hedging Agreement shall be deemed to be a Loan Document for purposes of this clause (c) or any defined ‎terms used herein)‎:

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

occurred with respect to USD LIBOR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to paragraph # of this Section titled “Benchmark Replacement Setting”.