074658.17075/130087235v.1074658.17075/130087235v.8

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)‎:

ARTICLE # CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 6769

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to a then current Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at ​ (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected ​ and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from the Borrower or the ​ comprising the Required ​ of each affected Class. No replacement of a Benchmark with a Benchmark Replacement pursuant to this [Section 2.13(a)] will occur prior to the applicable Benchmark Transition Start Date.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

SECTION # Benchmark Replacement Setting.

SECTION # Benchmark Replacement Setting 6457

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

Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, ​ will have the right to make Conforming Changes from time to time and any amendments implementing such Conforming Changes will become effective without any further action or consent of ​.

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