Common use of Reference Rate Replacement Clause in Contracts

Reference Rate Replacement. (a) Notwithstanding anything to the contrary herein or in any other Credit Document, if a Reference Rate Transition Event or an Early Opt-in Election, as applicable, and its related Reference Rate Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Reference Rate, then (x) if a replacement Reference Rate is determined in accordance with clause (1) or (2) of the definition of "Reference Rate Replacement" for such Reference Rate Replacement Date or in connection with an Early Opt-in Election, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document in respect of such Reference Rate setting and subsequent Reference Rate settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document, (y) if a Reference Rate Replacement is determined in accordance with clause (3) of the definition of "Reference Rate Replacement" for such Reference Rate Replacement Date, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document in respect of any Reference 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 Reference Rate 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 Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Reference Rate Replacement from Lenders comprising the Required Lenders or (z) in connection with an Early Opt-in Election, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document in respect of such Reference Rate setting on the date specified in the notice of the Early Opt-in Election delivered in accordance with the definition of such term. (b) In connection with any replacement of a Reference Rate in accordance with this Section 3.02, the Administrative Agent, in consultation with the Servicer, will have the right to make Reference Rate Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Reference Rate Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document. (c) The Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Reference Rate Transition Event or an Early Opt-in Election, as applicable, and its related Reference Rate Replacement Date, (ii) the implementation of any Reference Rate Replacement, (iii) the effectiveness of any Reference Rate Replacement Conforming Changes and (iv) the commencement or conclusion of any Reference Rate Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.02 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of 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 error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 3.02. (d) Upon the Company's receipt of notice of the commencement of a Reference Rate Unavailability Period, the Company may revoke any request for the making of, conversion to or continuation of an Advance that bears interest at the applicable Reference Rate to be made, converted or continued during any Reference Rate Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for an Advance of or conversion to Base Rate Advances. (e) Notwithstanding anything in this Section 3.02 or otherwise set forth in this Agreement to the contrary, if no alternative reference rate is adopted with respect to any applicable Reference Rate for Advances made in the related Eligible Currency within the later of (i) the date that is 30 days after notice from the Administrative Agent of a Reference Rate Transition Event and (ii) the applicable Reference Rate Replacement Date, the provisions of Section 3.01(h) shall apply.

Reference Rate Replacement. (a) Notwithstanding anything to the contrary herein or in any other Credit Loan Document, if : (a) Upon the occurrence of a Reference Rate Benchmark Transition Event or an Early Opt-in Electionas to any Benchmark, as applicable, and its related Reference Rate the applicable Benchmark Replacement Date have occurred prior to will replace the Reference Time in respect of any setting of the applicable then-current Reference Rate, then (x) if a replacement Reference Rate is determined in accordance with clause (1) or (2) of the definition of "Reference Rate Replacement" for such Reference Rate Replacement Date or in connection with an Early Opt-in Election, such Reference Rate Replacement will replace such Reference Rate Benchmark for all purposes hereunder and under any Credit Document in respect of such Reference Rate setting and subsequent Reference Rate settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document, (y) if a Reference Rate Replacement is determined in accordance with clause (3) of the definition of "Reference Rate Replacement" for such Reference Rate Replacement Date, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Loan Document in respect of any Reference Rate setting of such Benchmark at or after 5:00 4:00 p.m. New York City time (Central time) on the fifth (5th) Business Day after the date notice of such Reference Rate 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 Credit Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Reference Rate Benchmark Replacement from Lenders comprising the Required Lenders Lenders. At any time that the administrator of the applicable then-current Benchmark has permanently or (z) in connection with an Early Opt-in Electionindefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, any Borrower may revoke any request made by such Borrower for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until such Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, such Reference Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document Loans in respect of such Reference Rate setting on the date specified US Dollars in the notice amount of the Early Opt-Dollar Equivalent. During the period referenced in Election delivered the foregoing sentence, the component of Base Rate based upon such Benchmark (if any) will not be used in accordance with the definition any determination of such termBase Rate Loans. (b) In connection with any replacement the implementation and administration of a Reference Rate in accordance with this Section 3.02Benchmark Replacement, the Administrative Agent, in consultation with the Servicerconsent of TMCC, will have the right to make Reference Rate Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Loan Document, any amendments implementing such Reference Rate Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit DocumentAgreement. (c) The Administrative Agent will promptly notify the Company Borrowers and the Lenders of (i) any occurrence of a Reference Rate Transition Event or an Early Opt-in Election, as applicable, and its related Reference Rate Replacement Date, (ii) the implementation of any Reference Rate Replacement, Benchmark Replacement and (iiiii) the effectiveness of any Reference Rate Replacement Conforming Changes and (iv) Changes. The Administrative Agent will promptly notify the commencement Borrower of the removal or conclusion reinstatement of any Reference Rate Unavailability Periodtenor of a Benchmark pursuant to Section 3.8(d). Any determination, decision or election that may be made by the Administrative Agent Agent, TMCC or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.02 3.8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Documenthereto, except, in each case, as expressly required pursuant to this Section 3.023.8. (d) Upon At any time (including in connection with the Company's receipt of notice of the commencement implementation of a Reference Rate Unavailability PeriodBenchmark Replacement), (i) if the Company applicable then-current Benchmark is a term rate (including Term SOFR, CDOR or EURIBOR), then the Administrative Agent may revoke remove any request tenor of such Benchmark that is unavailable or non-representative for the making of, conversion to or continuation of an Advance that bears interest at applicable Benchmark (including applicable Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for the applicable Reference Rate to be made, converted or continued during any Reference Rate Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for an Advance of or conversion to Base Rate AdvancesBenchmark (including applicable Benchmark Replacement) settings. (e) Notwithstanding anything As used in this Section 3.02 or otherwise set forth in this Agreement to the contrary, if no alternative reference rate is adopted with respect to any applicable Reference Rate for Advances made in the related Eligible Currency within the later of (i) the date that is 30 days after notice from the Administrative Agent of a Reference Rate Transition Event and (ii) the applicable Reference Rate Replacement Date, the provisions of Section 3.01(h) shall apply.3.8:

Reference Rate Replacement. (a) Notwithstanding anything to the contrary herein or in any other Credit Loan Document, if : (a) Upon the occurrence of a Reference Rate Benchmark Transition Event or an Early Opt-in Electionas to any Benchmark, as applicable, and its related Reference Rate the applicable Benchmark Replacement Date have occurred prior to will replace the Reference Time in respect of any setting of the applicable then-current Reference Rate, then (x) if a replacement Reference Rate is determined in accordance with clause (1) or (2) of the definition of "Reference Rate Replacement" for such Reference Rate Replacement Date or in connection with an Early Opt-in Election, such Reference Rate Replacement will replace such Reference Rate Benchmark for all purposes hereunder and under any Credit Document in respect of such Reference Rate setting and subsequent Reference Rate settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document, (y) if a Reference Rate Replacement is determined in accordance with clause (3) of the definition of "Reference Rate Replacement" for such Reference Rate Replacement Date, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Loan Document in respect of any Reference Rate setting of such Benchmark at or after 5:00 4:00 p.m. New York City time (Central time) on the fifth (5th) Business Day after the date notice of such Reference Rate 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 Credit Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Reference Rate Benchmark Replacement from Lenders comprising the Required Lenders Lenders. At any time that the administrator of the applicable then-current Benchmark has permanently or (z) in connection with an Early Opt-in Electionindefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, any Borrower may revoke any request made by such Borrower for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until such Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, such Reference Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document Loans in respect of such Reference Rate setting on the date specified US Dollars in the notice amount of the Early Opt-Dollar Equivalent. During the period referenced in Election delivered the foregoing sentence, the component of Base Rate based upon such Benchmark (if any) will not be used in accordance with the definition any determination of such termBase Rate Loans. (b) In connection with any replacement the implementation and administration of a Reference Rate in accordance with this Section 3.02Benchmark Replacement, the Administrative Agent, in consultation with the Servicerconsent of TMCC, will have the right to make Reference Rate Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Loan Document, any amendments implementing such Reference Rate Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit DocumentAgreement. (c) The Administrative Agent will promptly notify the Company Borrowers and the Lenders of of (i) any occurrence of a Reference Rate Transition Event or an Early Opt-in Election, as applicable, and its related Reference Rate Replacement Date, (ii) the implementation of any Reference Rate Replacement, Benchmark Replacement and (iiiii) the effectiveness of any Reference Rate Replacement Conforming Changes and (iv) Changes. The Administrative Agent will promptly notify the commencement Borrower of the removal or conclusion reinstatement of any Reference Rate Unavailability Periodtenor of a Benchmark pursuant to Section 3.8(d). Any determination, decision or election that may be made by the Administrative Agent Agent, TMCC or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.02 3.8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Documenthereto, except, in each case, as expressly required pursuant to this Section 3.023.8. (d) Upon At any time (including in connection with the Company's receipt of notice of the commencement implementation of a Reference Rate Unavailability PeriodBenchmark Replacement), (i) if the Company applicable then-current Benchmark is a term rate (including Term SOFR, CDOR or EURIBOR), then the Administrative Agent may revoke remove any request tenor of such Benchmark that is unavailable or non-representative for the making of, conversion to or continuation of an Advance that bears interest at applicable Benchmark (including applicable Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for the applicable Reference Rate to be made, converted or continued during any Reference Rate Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for an Advance of or conversion to Base Rate AdvancesBenchmark (including applicable Benchmark Replacement) settings. (e) Notwithstanding anything As used in this Section 3.02 or otherwise set forth in this Agreement to the contrary, if no alternative reference rate is adopted with respect to any applicable Reference Rate for Advances made in the related Eligible Currency within the later of (i) the date that is 30 days after notice from the Administrative Agent of a Reference Rate Transition Event and (ii) the applicable Reference Rate Replacement Date, the provisions of Section 3.01(h) shall apply.3.8:

Reference Rate Replacement. (a) Notwithstanding anything to the contrary herein or in any other Credit Loan Document, if : (a) Upon the occurrence of a Reference Rate Benchmark Transition Event or an Early Opt-in Electionas to any Benchmark, as applicable, and its related Reference Rate the applicable Benchmark Replacement Date have occurred prior to will replace the Reference Time in respect of any setting of the applicable then-current Reference Rate, then (x) if a replacement Reference Rate is determined in accordance with clause (1) or (2) of the definition of "Reference Rate Replacement" for such Reference Rate Replacement Date or in connection with an Early Opt-in Election, such Reference Rate Replacement will replace such Reference Rate Benchmark for all purposes hereunder and under any Credit Document in respect of such Reference Rate setting and subsequent Reference Rate settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document, (y) if a Reference Rate Replacement is determined in accordance with clause (3) of the definition of "Reference Rate Replacement" for such Reference Rate Replacement Date, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Loan Document in respect of any Reference Rate setting of such Benchmark at or after 5:00 4:00 p.m. New York City time (Central time) on the fifth (5th) Business Day after the date notice of such Reference Rate 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 Credit Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Reference Rate Benchmark Replacement from Lenders comprising the Required Lenders Lenders. At any time that the administrator of the applicable then-current Benchmark has permanently or (z) in connection with an Early Opt-in Electionindefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, any Borrower may revoke any request made by such Borrower for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until such Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, such Reference Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document Loans in respect of such Reference Rate setting on the date specified US Dollars in the notice amount of the Early Opt-Dollar Equivalent. During the period referenced in Election delivered the foregoing sentence, the component of Base Rate based upon such Benchmark (if any) will not be used in accordance with the definition any determination of such termBase Rate Loans. (b) In connection with any replacement the implementation and administration of a Reference Rate in accordance with this Section 3.02Benchmark Replacement, the Administrative Agent, in consultation with the Servicerconsent of TMCC, will have the right to make Reference Rate Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Loan Document, any amendments implementing such Reference Rate Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit DocumentAgreement. (c) The Administrative Agent will promptly notify the Company Borrowers and the Lenders of (i) any occurrence of a Reference Rate Transition Event or an Early Opt-in Election, as applicable, and its related Reference Rate Replacement Date, (ii) the implementation of any Reference Rate Replacement, Benchmark Replacement and (iiiii) the effectiveness of any Reference Rate Replacement Conforming Changes and (iv) Changes. The Administrative Agent will promptly notify the commencement Borrower of the removal or conclusion reinstatement of any Reference Rate Unavailability Periodtenor of a Benchmark pursuant to Section 3.8(d). Any determination, decision or election that may be made by the Administrative Agent Agent, TMCC or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.02 3.8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selectionaction, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Documenthereto, except, in each case, as expressly required pursuant to this Section 3.023.8. (d) Upon the Company's receipt of notice of the commencement of a Reference Rate Unavailability Period, the Company may revoke any request for the making of, conversion to or continuation of an Advance that bears interest at the applicable Reference Rate to be made, converted or continued during any Reference Rate Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for an Advance of or conversion to Base Rate Advances. (e) Notwithstanding anything in this Section 3.02 or otherwise set forth in this Agreement to the contrary, if no alternative reference rate is adopted with respect to any applicable Reference Rate for Advances made in the related Eligible Currency within the later of (i) the date that is 30 days after notice from the Administrative Agent of a Reference Rate Transition Event and (ii) the applicable Reference Rate Replacement Date, the provisions of Section 3.01(h) shall apply.

Reference Rate Replacement. (a) Notwithstanding anything to the contrary herein or in any other Credit Document, if a Reference Rate Transition Event or an Early Opt-in Election, as applicable, and its related Reference Rate Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Reference Rate, then (x) if a replacement Reference Rate is determined in accordance with clause (1) or (2) of the definition of "“Reference Rate Replacement" ” for such Reference Rate Replacement Date or in connection with an Early Opt-in Election, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document in respect of such Reference Rate setting and subsequent Reference Rate settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document, (y) if a Reference Rate Replacement is determined in accordance with clause (32) of the definition of "“Reference Rate Replacement" ” for such Reference Rate Replacement Date, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document in respect of any Reference 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 Reference Rate 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 Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Reference Rate Replacement from Lenders comprising the Required Lenders or (z) in connection with an Early Opt-in Election, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document in respect of such Reference Rate setting on the date specified in the notice of the Early Opt-in Election delivered in accordance with the definition of such term. (b) In connection with any replacement of a Reference Rate in accordance with this Section 3.02, the Administrative Agent, in consultation with the Servicer, will have the right to make Reference Rate Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Reference Rate Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document. (c) The Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Reference Rate Transition Event or an Early Opt-in Election, as applicable, and its related Reference Rate Replacement Date, (ii) the implementation of any Reference Rate Replacement, (iii) the effectiveness of any Reference Rate Replacement Conforming Changes and (iv) the commencement or conclusion of any Reference Rate Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.02 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of 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 error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 3.02. (d) Upon the Company's ’s receipt of notice of the commencement of a Reference Rate Unavailability Period, the Company may revoke any request for the making of, conversion to or continuation of an Advance that bears interest at the applicable Reference Rate to be made, converted or continued during any Reference Rate Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for an Advance of or conversion to Base Rate Advances. (e) Notwithstanding anything in this Section 3.02 or otherwise set forth in this Agreement to the contrary, if no alternative reference rate is adopted with respect to any applicable Reference Rate for Advances made in the related Eligible Currency within the later of (i) the date that is 30 days after notice from the Administrative Agent of a Reference Rate Transition Event and (ii) the applicable Reference Rate Replacement Date, the provisions of Section 3.01(h) shall apply.

Reference Rate Replacement. (a) Notwithstanding anything to the contrary herein or in any other Credit Loan Document, if a Reference Rate Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Reference Rate Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Reference RateBenchmark, then (x) if a replacement Reference Rate Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of "Reference Rate “Benchmark Replacement" ” for such Reference Rate Benchmark Replacement Date or in connection with an Early Opt-in ElectionDate, such Reference Rate Benchmark Replacement will replace such Reference Rate Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Reference Rate Benchmark setting and subsequent Reference Rate Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document, Loan Document and (y) if a Reference Rate Benchmark Replacement is determined in accordance with clause (3) of the definition of "Reference Rate “Benchmark Replacement" ” for such Reference Rate Benchmark Replacement Date, such Reference Rate Benchmark Replacement will replace such Reference Rate Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any Reference Rate Benchmark setting at or after 5:00 p.m. (New York City time time) on the fifth (5th) Business Day after the date notice of such Reference Rate 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 Credit Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Reference Rate Benchmark Replacement from Lenders comprising the appropriate Required Lenders Lenders. (b) Notwithstanding anything to the contrary herein or (z) in connection any other Loan Document and subject to the proviso below in this paragraph, solely with an Early Optrespect to a Loan denominated in US Dollars, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-in Electioncurrent Benchmark, such Reference Rate then the applicable Benchmark Replacement will replace such Reference Rate the then-current Benchmark for all purposes hereunder and or under any Credit Loan Document in respect of such Reference Rate Benchmark setting on and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this paragraph (b) shall not be effective unless the date specified in Administrative Agent has delivered to the notice of Lenders, TMCC and the Early Opt-in Election delivered in accordance with the definition of such termappropriate Borrowers a Term SOFR Notice. (bc) In connection with any replacement the implementation of a Reference Rate in accordance with this Section 3.02Benchmark Replacement, the Administrative Agent, in consultation with the Servicer, Agent will have the right right, after consultation with TMCC, to make Reference Rate Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Loan Document, any amendments implementing such Reference Rate Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Loan Document. (cd) The Administrative Agent will promptly notify the Company TMCC and the appropriate Borrowers and the appropriate Lenders of (i) any occurrence of a Reference Rate Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Reference Rate Benchmark Replacement Date, (ii) the implementation of any Reference Rate Benchmark Replacement, (iii) the effectiveness of any Reference Rate Benchmark Replacement Conforming Changes Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (ivv) the commencement or conclusion of any Reference Rate Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders), or, if applicable, TMCC or any applicable Borrower (or group of applicable Borrowers) pursuant to this Section 3.02 3.8, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of 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 error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Loan Document, except, in each case, as expressly required pursuant to this Section 3.023.8. (de) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the Eurocurrency Base Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion, after consultation with TMCC, or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent, after consultation with TMCC, may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, after consultation with TMCC, may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon TMCC’s or the Company's appropriate Borrowers’ receipt of notice of the commencement of a Reference Rate Benchmark Unavailability Period, the Company such Borrowers may revoke any request for the making a Borrowing of, conversion to or continuation of an Advance that bears interest at the applicable Reference Eurocurrency Rate Loans to be made, converted or continued during any Reference Rate Benchmark Unavailability Period and, failing that, the Company either (x) such Borrowers will be deemed to have converted (1) any such request for a Borrowing of Eurocurrency Rate Loans denominated in US Dollars into a request for an Advance a Borrowing of or conversion to Base Rate Advances. Loans and (e2) Notwithstanding anything any request for a Borrowing of Eurocurrency Rate Loans denominated in Canadian Dollars into a request for a Borrowing of or conversion to Canadian Prime Rate Loans or (y) any Borrowing denominated in an Alternative Currency (other than Canadian Dollars) shall be ineffective. 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 Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Eurocurrency Rate Loan is outstanding on the date of TMCC’s and the appropriate Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Eurocurrency Rate Loan, then (i) if such Eurocurrency Rate Loan is denominated in US Dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan on such day, (ii) if such Eurocurrency Rate Loan is denominated in Canadian Dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, a Canadian Prime Rate Loan on such day or (iii) if such Eurocurrency Rate Loan is denominated in any Alternative Currency (other than Canadian Dollars), then such Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), at the applicable Borrower’s election prior to such day, (A) be prepaid by such Borrower on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, a Base Rate Loan denominated in US Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) on such day (it being understood and agreed that if the applicable Borrower does not so prepay such Loan on such day by 12:00 noon, New York City time, the Administrative Agent is authorized to effect such conversion of such Eurocurrency Rate Loan into a Base Rate Loan), and, in the case of such subclause (B), upon any subsequent implementation of a Benchmark Replacement in respect of such Alternative Currency pursuant to this Section 3.8, such Base Rate Loan shall then be converted by the Administrative Agent to, and shall constitute, a Eurocurrency Rate Loan denominated in such original Alternative Currency (in an amount equal to the Alternative Currency Equivalent thereof) on the day of such implementation, giving effect to such Benchmark Replacement in respect of such Alternative Currency. As used in this Section 3.02 or otherwise set forth in this Agreement to the contrary, if no alternative reference rate is adopted with respect to any applicable Reference Rate for Advances made in the related Eligible Currency within the later of (i) the date that is 30 days after notice from the Administrative Agent of a Reference Rate Transition Event and (ii) the applicable Reference Rate Replacement Date, the provisions of Section 3.01(h) shall apply.3.8:

Reference Rate Replacement. (a) Notwithstanding anything to the contrary herein or in any other Credit Document, if a Reference Rate Transition Event or an Early Opt-in Election, as applicable, and its related Reference Rate Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Reference Rate, then (x) if a replacement Reference Rate is determined in accordance with clause (1) or (2) of the definition of "“Reference Rate Replacement" ” for such Reference Rate Replacement Date or in connection with an Early Opt-in Election, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document in respect of such Reference Rate setting and subsequent Reference Rate settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document, (y) if a Reference Rate Replacement is determined in accordance with clause (32) of the definition of "“Reference Rate Replacement" ” for such Reference Rate Replacement Date, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document in respect of any Reference 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 Reference Rate 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 Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Reference Rate Replacement from Lenders comprising the Required Lenders or (z) in connection with an Early Opt-in Election, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document in respect of such Reference Rate setting on the date specified in the notice of the Early Opt-in Election delivered in accordance with the definition of such term. (b) In connection with any replacement of a Reference Rate in accordance with this Section 3.02, the Administrative Agent, in consultation with the Servicer, will have the right to make Reference Rate Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Reference Rate Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document. (c) The Administrative Agent will promptly notify the Company and the Lenders of (i) any occurrence of a Reference Rate Transition Event or an Early Opt-in Election, as applicable, and its related Reference Rate Replacement Date, (ii) the implementation of any Reference Rate Replacement, (iii) the effectiveness of any Reference Rate Replacement Conforming Changes and (iv) the commencement or conclusion of any Reference Rate Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.02 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of 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 error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 3.02. (d) Upon the Company's ’s receipt of notice of the commencement of a Reference Rate Unavailability Period, the Company may revoke any request for the making of, conversion to or continuation of an Advance that bears interest at the applicable Reference Rate to be made, converted or continued during any Reference Rate Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for an Advance of or conversion to Base Rate Advances. (e) Notwithstanding anything in this Section 3.02 or otherwise set forth in this Agreement to the contrary, if no alternative reference rate is adopted with respect to any applicable Reference Rate for Advances made in the related Eligible Currency within the later of (i) the date that is 30 days after notice from the Administrative Agent of a Reference Rate Transition Event and (ii) the applicable Reference Rate Replacement Date, the provisions of Section 3.01(h) shall apply.

Reference Rate Replacement. (a) Notwithstanding anything to the contrary herein or in any other Credit Document, if a Reference Rate Transition Event or an Early Opt-in Election, as applicable, and its related Reference Rate Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Reference Rate, then (x) if a replacement Reference Rate is determined in accordance with clause (1) or (2) of the definition of "Reference Rate Replacement" for such Reference Rate Replacement Date or in connection with an Early Opt-in Election, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document in respect of such Reference Rate setting and subsequent Reference Rate settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document, (y) if a Reference Rate Replacement is determined in accordance with clause (332) of the definition of "Reference Rate Replacement" for such Reference Rate Replacement Date, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document in respect of any Reference 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 Reference Rate 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 Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Reference Rate Replacement from Lenders comprising the Required Lenders or (z) in connection with an Early Opt-in Election, such Reference Rate Replacement will replace such Reference Rate for all purposes hereunder and under any Credit Document in respect of such Reference Rate setting on the date specified in the notice of the Early Opt-in Election delivered in accordance with the definition of such term. (b) In connection with any replacement of a Reference Rate in accordance with this Section 3.02, the Administrative Agent, in consultation with the Servicer, will have the right to make Reference Rate Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Reference Rate Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document. (c) The Administrative Agent will promptly notify the Company and the Lenders of of (i) any occurrence of a Reference Rate Transition Event or an Early Opt-in Election, as applicable, and its related Reference Rate Replacement Date, (ii) the implementation of any Reference Rate Replacement, (iii) the effectiveness of any Reference Rate Replacement Conforming Changes and (iv) the commencement or conclusion of any Reference Rate Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.02 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of 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 error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 3.02. (d) Upon the Company's receipt of notice of the commencement of a Reference Rate Unavailability Period, the Company may revoke any request for the making of, conversion to or continuation of an Advance that bears interest at the applicable Reference Rate to be made, converted or continued during any Reference Rate Unavailability Period and, failing that, the Company will be deemed to have converted any such request into a request for an Advance of or conversion to Base Rate Advances.. - 114 - - 115 - (e) Notwithstanding anything in this Section 3.02 or otherwise set forth in this Agreement to the contrary, if no alternative reference rate is adopted with respect to any applicable Reference Rate for Advances made in the related Eligible Currency within the later of (i) the date that is 30 days after notice from the Administrative Agent of a Reference Rate Transition Event and (ii) the applicable Reference Rate Replacement Date, the provisions of Section 3.01(h) shall apply.

Reference Rate Replacement. (a) Notwithstanding anything to the contrary herein or in any other Credit Loan Document, if a Reference Rate Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Reference Rate Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Reference RateBenchmark, then (x) if a replacement Reference Rate Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of "Reference Rate “Benchmark Replacement" ” for such Reference Rate Benchmark Replacement Date or in connection with an Early Opt-in ElectionDate, such Reference Rate Benchmark Replacement will replace such Reference Rate Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Reference Rate Benchmark setting and subsequent Reference Rate Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document, Loan Document and (y) if a Reference Rate Benchmark Replacement is determined in accordance with clause (3) of the definition of "Reference Rate “Benchmark Replacement" ” for such Reference Rate Benchmark Replacement Date, such Reference Rate Benchmark Replacement will replace such Reference Rate Benchmark for all purposes hereunder and under any Credit Loan Document in respect of any Reference Rate Benchmark setting at or after 5:00 p.m. (New York City time time) on the fifth (5th) Business Day after the date notice of such Reference Rate Benchmark Replacement is provided to the Lenders Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Reference Rate Benchmark Replacement from Lenders Banks comprising the Required Lenders Banks. (b) Notwithstanding anything to the contrary herein or (z) in connection any other Loan Document and subject to the proviso below in this paragraph, solely with an Early Optrespect to a LIBO Rate Advance denominated in Dollars, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-in Electioncurrent Benchmark, such Reference Rate then the applicable Benchmark Replacement will replace such Reference Rate the then-current Benchmark for all purposes hereunder and under any Credit Loan Document in respect of such Reference Rate Benchmark setting on and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement; provided that, this clause (b) shall not be effective unless the date specified Agent has delivered to the Banks and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in the notice of the Early Opt-in Election delivered in accordance with the definition of such termits sole discretion. (bc) In connection with any replacement the implementation of a Reference Rate in accordance with this Section 3.02Benchmark Replacement, the Administrative Agent, in consultation with the Servicer, Agent will have the right to make Reference Rate Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Loan Document, any amendments implementing such Reference Rate Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Loan Document. (cd) The Administrative Agent will promptly notify the Company Borrower and the Lenders Banks of (i) any occurrence of a Reference Rate Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Reference Rate Benchmark Replacement Date, (ii) the implementation of any Reference Rate Benchmark Replacement, (iii) the effectiveness of any Reference Rate Benchmark Replacement Conforming Changes Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (ivv) the commencement or conclusion of any Reference Rate Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender Bank (or group of LendersBanks) pursuant to this Section 3.02 5.6, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of 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 error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Credit Loan Document, except, in each case, as expressly required pursuant to this Section 3.025.6. (de) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon the Company's Borrower’s receipt of notice of the commencement of a Reference Rate Benchmark Unavailability Period, the Company Borrower may revoke any request for the making a Borrowing of, conversion to or continuation of an Advance that bears interest at the applicable Reference LIBO Rate Advances to be made, converted or continued during any Reference Rate Benchmark Unavailability Period and, failing that, either (x) the Company Borrower will be deemed to have converted any such request for a LIBO Rate Borrowing denominated in Dollars into a request for an Advance a Borrowing of or conversion to Floating Rate Advances or (y) any LIBO Rate Borrowing denominated in a Committed Currency shall be ineffective. 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 Base Rate Advances. (e) Notwithstanding anything based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in this Section 3.02 or otherwise set forth in this Agreement to the contraryany determination of Base Rate. Furthermore, if no alternative reference rate any LIBO Rate Advance in any Agreed Currency is adopted outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to any a Relevant Rate applicable Reference to such LIBO Rate for Advances made in the related Eligible Currency within the later of Advance, then (i) if such LIBO Rate Advance is denominated in Dollars, then on the date that last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is 30 days after notice from not a Business Day), such Advance shall be converted by the Administrative Agent of to, and shall constitute, a Reference Floating Rate Transition Event and Advance on such day or (ii) if such LIBO Rate Advance is denominated in any Agreed Currency (other than Dollars), then such Advance shall, on the last day of the Interest Period applicable Reference Rate Replacement Dateto such Advance (or the next succeeding Business Day if such day is not a Business Day), at the provisions Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) be exchanged for an Equivalent amount of Section 3.01(hDollars and be converted by the Agent to, and (subject to the remainder of this subclause (B)) shall apply.constitute, a Floating Rate Advance on such day (it being understood and agreed that if the Borrower does not so prepay such Advance on such day by 12:00 noon New York City time) the Agent is authorized to effect such exchange and conversion of such LIBO Rate Advance into a Floating Rate Advance), and, in the case of such subclause (B), upon any subsequent implementation of a Benchmark Replacement in respect of such Agreed Currency pursuant to this Section 5.6, such Floating Rate Advance shall then be exchanged for an Equivalent amount of such Agreed Currency and converted by the Agent to, and shall constitute, a LIBO Rate Advance denominated in such original Agreed Currency on the day of such implementation, giving effect to such Benchmark Replacement in respect of such Agreed Currency. As used in this Agreement: