London Interbank Offered Rate Benchmark Transition Event. On March 5, 2021, the IBA, the administrator of the London interbank offered rate, and the FCA, the regulatory supervisor of the IBA, made Announcements that the final publication or representativeness date for Dollars for # 1-week and 2-month London interbank offered rate tenor settings will be December 31, 2021, and # overnight, 1-month, 3-month, 6-month and 12-month London interbank offered rate tenor settings will be June 30, 2023. No successor administrator for the IBA was identified in such Announcements. The parties hereto agree and acknowledge that the Announcements resulted in the occurrence of a Benchmark Transition Event with respect to the London interbank offered rate pursuant to the terms of this Agreement and that any obligation of Administrative Agent to notify any parties of such Benchmark Transition Event pursuant to [Section 3.09(c)] shall be deemed satisfied.

Section # Effect of Benchmark Transition Event

“Benchmark Transition Start Date”: in the case of a Benchmark Transition Event, the earlier of

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of # the applicable Benchmark Replacement Date and # if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“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.

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

SOFR Loans so long as the Adjusted Daily Simple SOFR is not also the subject of a Benchmark Transition Event or # Base Rate Loans if the Adjusted Daily Simple SOFR also is the subject of a Benchmark Transition Event and # any outstanding affected Term SOFR Loans will be deemed to have been converted at the end of the applicable Interest Period to # Daily Simple SOFR Loans so long as the Adjusted Daily Simple SOFR is not also the subject of a Benchmark Transition Event or # Base Rate Loans if the Adjusted Daily Simple SOFR also is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

“Revolving Credit Facility Benchmark Transition Event” means, with respect to the then-current Revolving Credit Facility Benchmark, the occurrence of one or more of the following events with respect to such Revolving Credit Facility Benchmark:

“Benchmark” means, initially, # SOFR, and # if a Benchmark Transition Event and its related Benchmark Replacement have occurred with respect to SOFR 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 [Section 2.11(c)].

in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of