This is an integrated form for usage with ARRC-style amendment approach provisions. It both selects the replacement rate of Adjusted Term SOFR (for an amendment approach) and incorporates, as an exhibit, the conforming changes necessary to implement the replacement rate. It is executed by the Administrative Agent, the Borrower and the Loan Parties, and is typically subject to negative consent of the Required Lenders. The Benchmark Replacement Cover Amendment plus the Exhibit A/Operative Terms together document the amendment to replace LIBOR. with Term SOFR. A blackline against the Conforming Changes Amendment has been included for ease of review.