Common use of Effect of a Benchmark Transition Event Clause in Contracts

Effect of a Benchmark Transition Event. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Periodic Term SOFR Determination Day (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Date) for any Interest Period, the Alternate Index Rate will replace the then current Benchmark for all purposes hereunder or under any Loan Document in respect of such determination and all determinations on all subsequent Periodic Term SOFR Determination Days (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Dates) (without any amendment to, or further action or consent of any other party to, this Agreement). (ii) In connection with the use, administration, adoption, or implementation of an Alternate Index Rate, Lender 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 the Borrower or any other party to this Agreement or any other Loan Document. (iii) Lender will promptly notify Borrower of (i) any Benchmark Replacement Date, (ii) the implementation of any Alternate Index Rate, (iii) the effectiveness of any Conforming Changes, and/or (iv) any Benchmark Unavailability Period. Any determination, decision or election that is made by Lender pursuant to and in accordance with this Section, including any determination with respect to a rate or adjustment or of the occurrence or nonoccurrence of a Benchmark Replacement Date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error. (iv) Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert (i) a SOFR Loan to a Prime Rate Loan or an Alternate Rate Loan, (ii) a Prime Rate Loan to a SOFR Loan or an Alternate Rate Loan or (iii) an Alternate Rate Loan to a SOFR Loan or a Prime Rate Loan.

Effect of a Benchmark Transition Event. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Periodic Term SOFR Determination Day (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Date) for any Interest Accrual Period, the Alternate Index Rate will replace the then current Benchmark for all purposes hereunder or under any Loan Document in respect of such determination and all determinations on all subsequent Periodic Term SOFR Determination Days (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Dates) (without any amendment to, or further action or consent of any other party to, this Agreement). (ii) In connection with the use, administration, adoption, or implementation of an Alternate Index Rate, Class A Lender 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 the Borrower or any other party to this Agreement or any other Loan Document. (iii) Class A Lender will promptly notify Borrower of (iA) any Benchmark Replacement Date, (iiB) the implementation of any Alternate Index Rate, (iiiC) the effectiveness of any Conforming Changes, and/or (ivD) any Benchmark Unavailability Period. Any determination, decision or election that is made by Class A Lender pursuant to and in accordance with this Section, including any determination with respect to a rate or adjustment or of the occurrence or nonoccurrence non-occurrence of a Benchmark Replacement Date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error. (iv) Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert (iA) a SOFR Loan to a Prime Rate Loan or an Alternate Rate Loan, (iiB) a Prime Rate Loan to a SOFR Loan or an Alternate Rate Loan or (iiiC) an Alternate Rate Loan to a SOFR Loan or a Prime Rate Loan.

Effect of a Benchmark Transition Event. (ia) Notwithstanding anything to the contrary contained herein or in any other Loan Documentthe Securities, if the Company or its designee determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior with respect to the Periodic Term SOFR Determination Day (or if then-current Benchmark, the Benchmark is not the Term SOFR Reference Rate, the Determination Date) for any Interest Period, the Alternate Index Rate Replacement will replace the then then-current Benchmark for all purposes hereunder or under any Loan Document relating to the Securities in respect of all determinations on such determination date and for all determinations on all subsequent Periodic Term SOFR Determination Days (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Dates) (without any amendment to, or further action or consent of any other party to, this Agreement)dates. (iib) In connection with the use, administration, adoption, or implementation of an Alternate Index Ratea Benchmark Replacement, Lender the Company or its designee 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 Conforming Changes will become effective without any further action or consent of the Borrower or any other party to this Agreement or any other Loan Documenttime. (iiic) Lender will promptly notify Borrower of (i) any Benchmark Replacement Date, (ii) the implementation of any Alternate Index Rate, (iii) the effectiveness of any Conforming Changes, and/or (iv) any Benchmark Unavailability Period. Any determination, decision or election that is may be made by Lender the Company or its designee pursuant to and in accordance with this Sectionsection, including any a determination with respect to a tenor, rate or adjustment or of the occurrence or nonoccurrence non-occurrence of a Benchmark Replacement Date an event, circumstance or date and any decision to take or refrain from taking any action or any selection, : (i) will be conclusive and binding absent manifest error.error; (ii) if made by the Company, will be made in the Company’s sole discretion; (iii) if made by the Company’s designee, will be made after consultation with the Company, and such designee will not make any such determination, decision or election to which the Company objects; and (iv) Notwithstanding any provision of this Agreement notwithstanding anything to the contrarycontrary in the documentation relating to the Securities, shall become effective without consent from the Holders or any other party. (d) For the avoidance of doubt, if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in no event shall Borrower respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the right Reference Time for such determination. (e) For the avoidance of doubt, for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to convert (i) a SOFR Loan to a Prime Rate Loan or an Alternate Rate Loan, (ii) a Prime Rate Loan to a SOFR Loan or an Alternate Rate Loan or (iii) an Alternate Rate Loan to a SOFR Loan or a Prime Rate LoanBenchmark also include any reference rate underlying such Benchmark.

Effect of a Benchmark Transition Event. (ia) Notwithstanding anything to the contrary contained herein or in any other Loan Documentthe Superpriority Notes, if the Issuer determines, on or prior to the relevant Reference Time in respect of any determination of the Benchmark on any date, that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior with respect to the Periodic Term SOFR Determination Day (or if then-current Benchmark, the Benchmark is not the Term SOFR Reference Rate, the Determination Date) for any Interest Period, the Alternate Index Rate Replacement will replace the then then-current Benchmark for all purposes hereunder or under any Loan Document relating to the Superpriority Notes in respect of such determination on such date and all determinations on all subsequent Periodic Term SOFR Determination Days (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Dates) (without any amendment to, or further action or consent of any other party to, this Agreement)dates. (iib) In connection with the use, administration, adoption, or implementation of an Alternate Index Ratea Benchmark Replacement, Lender the Issuer 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 Conforming Changes will become effective without any further action or consent of the Borrower or any other party to this Agreement or any other Loan Documenttime. (iiic) Lender Issuer will promptly notify Borrower give notice of (i) the determination of the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Date, (ii) Conforming Changes to the implementation of any Alternate Index Rate, (iii) Trustee; provided that failure to provide such notice will have no impact on the effectiveness of of, or otherwise invalidate, any Conforming Changes, and/or such determination. (ivd) any Benchmark Unavailability Period. Any determination, decision or election that is may be made by Lender the Issuer pursuant to and in accordance with this SectionSection 2.16, including any a determination with respect to a tenor, rate or adjustment or of the occurrence or nonoccurrence non-occurrence of a Benchmark Replacement Date an event, circumstance or date and any decision to take or refrain from taking any action or any selection, selection (i) will be conclusive and binding absent manifest error. (iv) Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert (i) a SOFR Loan to a Prime Rate Loan or an Alternate Rate Loan, (ii) a Prime Rate Loan to a SOFR Loan or an Alternate Rate Loan or if made by the Issuer, will be made in the Issuer’s sole discretion, and (iii) an Alternate Rate Loan notwithstanding anything to a SOFR Loan the contrary in this Indenture or a Prime Rate Loanthe Superpriority Notes, shall become effective without consent from the Holders or any other party. (e) For the avoidance of doubt, if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

Effect of a Benchmark Transition Event. (ia) Notwithstanding anything to If the contrary herein or in any other Loan Document, if Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Periodic Term SOFR Determination Day (or if Reference Time in respect of any determination of the Benchmark is not on any date, then the Term SOFR Reference Rate, the Determination Date) for any Interest Period, the Alternate Index Rate Benchmark Replacement will replace the then then-current Benchmark for all purposes hereunder or under any Loan Document relating to the Notes during the Floating Rate Period in respect of such determination on such date and all determinations on all subsequent Periodic Term SOFR Determination Days (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Dates) (without any amendment to, or further action or consent of any other party to, this Agreement). (ii) dates. In connection with the use, administration, adoption, or implementation of an Alternate Index Ratea Benchmark Replacement, Lender the Calculation 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 Conforming Changes will become effective without any further action or consent of the Borrower or any other party to this Agreement or any other Loan Documenttime. (iiib) Lender will promptly notify Borrower Notwithstanding anything set forth in Section 4.1 of (i) any Article IV hereof, if the Calculation Agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement DateDate have occurred with respect to Three-Month Term SOFR, then the provisions set forth in this Section 2.5 of Article II will thereafter apply to all determinations of the interest rate on the Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Notes for each interest period during the Floating Rate Period will be an annual rate equal to the Benchmark Replacement plus 225 basis points. (iic) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the implementation terms of any Alternate Index Ratethe Notes, (iii) including with respect to the effectiveness use of any Conforming Changes, and/or (iv) any Three-Month Term SOFR as the Benchmark Unavailability Periodand under this Section 2.5 of Article II. Any determination, decision or election that is may be made by Lender pursuant to and in accordance with this Sectionthe Calculation Agent under the terms of the Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or nonoccurrence non-occurrence of a Benchmark Replacement Date an event, circumstance or date and any decision to take or refrain from taking any action or any selection, selection (1) will be conclusive and binding on the Holders of the Notes and the Trustee absent manifest error, (2) if made by the Company as Calculation Agent, will be made in the Company’s sole discretion, (3) if made by a Calculation Agent other than the Company, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects and (4) notwithstanding anything to the contrary herein or in the Base Indenture, shall become effective without consent from the Holders of the Notes, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Notes, then the Company will make such determination, decision or election on the same basis as described above. (ivd) Notwithstanding The Company (or its Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of the Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any provision Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Notes after a Benchmark Transition Event. (e) The Trustee (including in its capacity as Paying Agent) shall have no (1) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of this Agreement an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the contraryconditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, and (2) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Company’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in no event regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall Borrower not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). (f) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to convert (i) a establish the Three-Month Term SOFR Loan to a Prime Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Loan or an Alternate Rate LoanPeriod are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, (ii) a Prime Rate Loan to a then the relevant Three-Month Term SOFR Loan or an Alternate Rate Loan or (iii) an Alternate Rate Loan to a SOFR Loan or a Prime Rate LoanConventions will apply.

Effect of a Benchmark Transition Event. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Periodic Term SOFR Determination Day (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Date) for any Interest Accrual Period, the Alternate Index Rate will replace the then current Benchmark for all purposes hereunder or under any Loan Document in respect of such determination and all determinations on all subsequent Periodic Term SOFR Determination Days (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Dates) (without any amendment to, or further action or consent of any other party to, this Agreement). (ii) In connection with the use, administration, adoption, or implementation of an Alternate Index Rate, Class A Lender 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 the Borrower or any other party to this Agreement or any other Loan Document. (iii) Class A Lender will promptly notify Borrower of (iA) any Benchmark Replacement Date, (iiB) the implementation of any Alternate Index Rate, (iiiC) the effectiveness of any Conforming Changes, and/or (ivD) any Benchmark Unavailability Period. Any determination, decision or election that is made by Class A Lender pursuant to and in accordance with this Section, including any determination with respect to a rate or adjustment or of the occurrence or nonoccurrence non-occurrence of a Benchmark Replacement Date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error. (iv) Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert (iA) a SOFR Loan to a Prime Rate Loan or an Alternate Rate Loan, (iiB) a Prime Rate Loan to a SOFR Loan or an Alternate Rate Loan or (iiiC) an Alternate Rate Loan to a SOFR Loan or a Prime Rate Loan; provided that, upon the conclusion of any Benchmark Unavailability Period, Lender shall convert the Loan to a SOFR Loan or an Alternate Rate Loan, as applicable, so long as such conversion is consistent with the related conversion under the Underlying Whole Loan.

Effect of a Benchmark Transition Event. (ia) Notwithstanding anything to If the contrary herein or in any other Loan Document, if Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Periodic Term SOFR Determination Day (or if Reference Time in respect of any determination of the Benchmark is not on any date, then the Term SOFR Reference Rate, the Determination Date) for any Interest Period, the Alternate Index Rate Benchmark Replacement will replace the then then-current Benchmark for all purposes hereunder or under any Loan Document relating to the Notes during the Floating Rate Period in respect of such determination on such date and all determinations on all subsequent Periodic Term SOFR Determination Days (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Dates) (without any amendment to, or further action or consent of any other party to, this Agreement). (ii) dates. In connection with the use, administration, adoption, or implementation of an Alternate Index Ratea Benchmark Replacement, Lender the Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time andtime. b) Notwithstanding anything set forth in Section 4.1 of Article IV hereof, notwithstanding anything if the Calculation Agent determines on or prior to the contrary herein or relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the provisions set forth in any other Loan Document, any amendments implementing such Conforming Changes this Section 2.5 of Article II will become effective without any further action or consent thereafter apply to all determinations of the Borrower or any other party interest rate on the Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Notes for each interest period during the Floating Rate Period will be an annual rate equal to this Agreement or any other Loan Documentthe Benchmark Replacement plus 210 basis points. (iiic) Lender will promptly notify Borrower The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of (i) any the Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark Replacement Date, (ii) the implementation and under this Section 2.5 of any Alternate Index Rate, (iii) the effectiveness of any Conforming Changes, and/or (iv) any Benchmark Unavailability PeriodArticle II. Any determination, decision or election that is may be made by Lender pursuant to and in accordance with this Sectionthe Calculation Agent under the terms of the Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or nonoccurrence non-occurrence of a Benchmark Replacement Date an event, circumstance or date and any decision to take or refrain from taking any action or any selection, selection (1) will be conclusive and binding on the Holders of the Notes and the Trustee absent manifest error, (2) if made by the Corporation as Calculation Agent, will be made in the Corporation’s sole discretion, (3) if made by a Calculation Agent other than the Corporation, will be made after consultation with the Corporation, and the Calculation Agent will not make any such determination, decision or election to which the Corporation reasonably objects and (4) notwithstanding anything to the contrary herein or in the Base Indenture, shall become effective without consent from the Holders of the Notes, the Trustee or any other party. If the Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Notes, then the Corporation will make such determination, decision or election on the same basis as described above. d) The Corporation (or its Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of the Benchmark Transition Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the interest rate on the Notes after a Benchmark Transition Event. e) The Trustee (including in its capacity as Paying Agent) shall have no (1) responsibility or liability for the (A) Three-Month Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination, and/or calculation thereof as provided by the Corporation or its Calculation Agent, as applicable, and (2) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate as described in the definition thereof, including, without limitation, as a result of the Corporation’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Corporation or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including, without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent, or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination made, and any instruction, notice, Officers’ Certificate or other instruction or information provided by the Calculation Agent without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation, in connection with the adoption of any Benchmark Replacement Conforming Changes). Neither the Trustee nor the Paying Agent shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of SOFR or any other Benchmark, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, or (iii) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) Notwithstanding to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any provision of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the business day convention, interest determination dates or any other relevant methodology applicable to such substitute or successor benchmark. In connection with the foregoing, each of the Trustee and Paying Agent shall be entitled to conclusively rely on any determinations made by the Corporation or the Calculation Agent without independent investigation, and neither the Trustee nor the Paying Agent will have any liability for actions taken at our direction in connection therewith. Neither the Trustee nor the Paying Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this prospectus supplement as a result of the unavailability of SOFR or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement prospectus supplement and reasonably required for the performance of such duties. Neither the Trustee nor the Paying Agent shall be responsible or liable for our actions or omissions or for those of the Calculation Agent, or for any failure or delay in the performance by the Corporation or the Calculation Agent; nor shall the Trustee or Paying Agent be under any obligation to oversee or monitor our performance or that of the contraryCalculation Agent. f) If the then-current Benchmark is Three-Month Term SOFR, in no event shall Borrower the Calculation Agent will have the right to convert (i) a establish the Three-Month Term SOFR Loan to a Prime Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Loan or an Alternate Rate LoanPeriod are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent, (ii) a Prime Rate Loan to a then the relevant Three-Month Term SOFR Loan or an Alternate Rate Loan or (iii) an Alternate Rate Loan to a SOFR Loan or a Prime Rate LoanConventions will apply.

Effect of a Benchmark Transition Event. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Periodic Term SOFR Determination Day (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Date) for any Interest Period, the Alternate Index Rate will replace the then current Benchmark for all purposes hereunder or under any Loan Document in respect of such determination and all determinations on all subsequent Periodic Term SOFR Determination Days (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Dates) (without any amendment to, or further action or consent of any other party to, this Agreement) so long as the Administrative Agent has not received, by such time, written notice of objection to such Alternate Index Rate from two-thirds (2/3rds) of Lenders (determined by principal amount of the Loan held by such Lender(s)). (ii) In connection with the use, administration, adoption, or implementation of an Alternate Index Rate, Lender 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 the Borrower or any other party to this Agreement or any other Loan Document. (iii) Lender Administrative Agent will promptly notify Borrower and each Lender of (i) any Benchmark Replacement Date, (ii) the implementation of any Alternate Index Rate, (iii) the effectiveness of any Conforming Changes, and/or (iv) any Benchmark Unavailability Period. Any determination, decision or election that is made by Lender Administrative Agent pursuant to and in accordance with this Section, including any determination with respect to a rate or adjustment or of the occurrence or nonoccurrence of a Benchmark Replacement Date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error. (iv) Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert (i) a SOFR Loan to a Prime Rate Loan or an Alternate Rate Loan, (ii) a Prime Rate Loan to a SOFR Loan or an Alternate Rate Loan or (iii) an Alternate Rate Loan to a SOFR Loan or a Prime Rate Loan.

Effect of a Benchmark Transition Event. (iA) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Periodic Term SOFR Determination Day Date (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Date) for any Interest Accrual Period, the Alternate Index Rate Benchmark Replacement will replace the then then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such determination and all determinations on all subsequent Periodic Term SOFR Determination Days (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Dates) dates (without any amendment to, or further action or consent of any other party to, this Agreement). (iiB) In connection with the use, administration, adoption, or implementation of an Alternate Index Ratea Benchmark Replacement, Lender 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 the Borrower or any other party to this Agreement or any other Loan Document. (iiiC) Lender Administrative Agent will promptly notify Borrower of (i) any the Benchmark Replacement Date, (ii) the implementation of any Alternate Index RateBenchmark Replacement, (iii) the effectiveness of any Conforming Changes, and/or (iv) any Benchmark Unavailability Period. Any determination, decision or election that is may be made by Lender Administrative Agent pursuant to and in accordance with this Section, including any determination with respect to a rate or adjustment or of the occurrence or nonoccurrence non-occurrence of a Benchmark Replacement Date an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest errorerror and may be made in its sole discretion and without consent from the Borrower. (ivD) Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert (i) a SOFR the Loan to a Prime Rate Loan or an Alternate Rate Loan, (ii) a Prime Rate Loan to a SOFR Loan or an Alternate Rate Loan or (iii) an Alternate Rate Loan to a SOFR Loan or a Prime Rate Loan.