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Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and each Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 3.09), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then # if a Benchmark Replacement is determined in accordance with clause (a) of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to [clause (y)] below) of any other party to, this Agreement or any other Loan Document and # if a Benchmark Replacement is determined in accordance with clause (b) of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and each Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 3.09),Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then # if a Benchmark Replacement is determined in accordance with clause (a) of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to [clause (y)] below) of any other party to, this Agreement or any other Loan Document and # if a Benchmark Replacement is determined in accordance with clause (b) of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and each Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 3.09),Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then # if a Benchmark Replacement is determined in accordance with clause (a) of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to [clause (y)] below) of any other party to, this Credit Agreement or any other Loan Document and # if a Benchmark Replacement is determined in accordance with clause (b) of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Credit Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and each Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 3.09),Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark,Benchmark Rate, then # if a Benchmark Replacement is determined in accordance with clause (a) of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark Rate for all purposes hereunder and under any Loan Document in respect of such Benchmark Rate setting and subsequent Benchmark Rate settings without any amendment to, or further action or consent (subject to [clause (y)] below) of any other party to, this Agreement or any other Loan Document and # if a Benchmark Replacement is determined in accordance with clause (b) of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark Rate for all purposes hereunder and under any Loan Document in respect of any Benchmark Rate 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[[Organization B:Organization]] without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders[[Organization B:Organization]] comprising the Required Lenders.[[Organization B:Organization]]. If the Benchmark Replacement is Adjusted Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and each Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 3.09), if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then # if a Benchmark Replacement is determined in accordance with clause (a)(i) or (a)(ii) of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to [clause (y)] below) of any other party to, this Agreement or any other Loan Document and # if a Benchmark Replacement is determined in accordance with clause (b)(a)(iii) of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.. If thean Unadjusted Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and each Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 3.09),Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then # if athe Benchmark Replacement is determined in accordance with clause (a) ofpursuant to the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacementthereof will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to [clause (y)] below) of any other party to, this Agreement or any other Loan Document and # if a Benchmark Replacement is determined in accordance with clause (b) of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, 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. Notwithstanding anything to the contrary herein or in any other Loan Document (and each Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 3.09),Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark,Benchmark for an Applicable Currency, then # if a Benchmark Replacement for the Term SOFR Reference Rate is determined in accordance with clause (a)(1) of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to [clause (y)] below) of any other party to, this Agreement or any other Loan Document and # if a Benchmark Replacement is determined in accordance with clause (b)(2) of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for such Applicable Currency for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising # in the case of a Benchmark Replacement for Dollars, the Required Lenders., and, # in the case of a Benchmark Replacement for any Foreign Currency, the Required Multicurrency . If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthlyquarterly basis.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and each Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 3.09),Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-then‐current Benchmark, then # if a Benchmark Replacement is determined in accordance with clause (a)(1) of the definition ofBenchmark Replacement with respect to Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to [clause (y)] below) of any other party to, this Agreement or any other Loan Document and # if a Benchmark Replacement is determined in accordance with clause (b)(2) of the definition ofBenchmark Replacement with respect to any Agreed Currency for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided by the Administrative Agent to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Benchmark Replacement. Notwithstanding anything to(A) Upon # the contrary herein or in any other Loan Document (and each Swap Contract shall be deemed not to be a “Loan Document” for purposesoccurrence of this Section 3.09), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any settingEvent, or # a determination by the Administrative Agent that neither of the then-current Benchmark, then # if a Benchmark Replacement is determined in accordance withalternatives under clause (a) of the definition ofBenchmark Replacementfor such Benchmark Replacement Date, suchare available, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to [clause (y)] below) of any other party to, this Agreement or any other Loan Document and # if a Benchmark Replacement is determined in accordance with clause (b) of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace suchthen-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. IfLenders (and any such objection shall be conclusive and binding absent manifest error); provided, that, solely in the event that the then-current Benchmark at the time of such Benchmark Transition Event is not a SOFR-based rate, the Benchmark Replacement therefor shall be determined in accordance with clause (a) of the definition ofBenchmark Replacement” unless the Administrative Agent determines that neither of such alternative rates is Daily Simple SOFR, all interest payments will be payable on a monthly basis.available.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document (and each Swap ContractDocument, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may, and shall be deemed notendeavor to, amend, by written agreement between the Administrative Agent and the Borrower, this Agreement to bereplace the then-current Benchmark with a Loan Document” for purposes of this Section 3.09), ifBenchmark Replacement. Any such amendment with respect to a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then # if a Benchmark Replacement is determined in accordance with clause (a) of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent (subject to [clause (y)] below) of any other party to, this Agreement or any other Loan Document and # if a Benchmark Replacement is determined in accordance with clause (b) of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark settingbecome effective at or after 5:00 p.m. (New York City time), Pacific time, on the fifth (5th) Business Day after the date noticeAdministrative Agent has posted a copy of such Benchmark Replacement is providedproposed amendment to theall Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacementproposed amendment from Lenders comprising the Required Lenders. IfLenders; provided that, in the case of Term SOFR, with respect to any proposed amendment to replace such Benchmark Replacement iswith Adjusted Daily Simple SOFR, all interest paymentsthe Lenders shall not be entitled to object to such amendment. No replacement of a Benchmark with a Benchmark Replacement pursuant to this [Section 2.13(c)(i)] will be payable on a monthly basis.occur prior to the applicable Benchmark Transition Start Date.

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