Common use of Reference Rate Replacement Clause in Contracts

Reference Rate Replacement. Notwithstanding anything to the contrary contained in this Agreement or any other Financing Document, the Parties agree that: (a) If for any reason the Term SOFR rate corresponding to the Interest Period of the Loan is not available or does not conform to the Term SOFR periodicity, the Term SOFR rate of the highest available published period will be taken. For purposes of the Term SOFR rate, the first five (5) decimal places will be taken, truncating to the fifth decimal place. (b) In the event that, even though it is a SOFR Business Day, the relevant Term SOFR is not provided by the Term SOFR Administrator on a Term SOFR Determination Date, the Term SOFR rate for that day will be either (i) a rate formally recommended by the Term SOFR Administrator or (ii) the latest published Term SOFR rate. (c) In the event that, at any time during the term of the Loan, the base interest rate used for this transaction (the “Reference Rate”) cannot be determined, the Creditors, through the Administrative Agent, will notify the Debtor in writing of such circumstance and will inform the Debtor of the new interest rate applicable to this Loan. The Debtor agrees and authorizes the Creditors, through the Administrative Agent, to select a base interest rate to replace the Reference Rate (the “Replacement Rate”) and if necessary, a reference margin to compensate for the difference between the Replacement Rate and the Reference Rate (the “Compensation Margin”) and in conjunction with the Replacement Rate, the “Total Replacement Rate,” which term shall apply even if there is no Compensation Margin, provided that the Total Replacement Rate has been determined or published by any authority, entity or regulator (such as, but not limited to, the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto) or such Total Replacement Rate chosen by the Creditors, through the Administrative Agent, is consistent with international market practice to supplant the Reference Rate. In addition, the Debtor authorizes the Creditors, through the Administrative Agent, to apply the Total Replacement Rate on such terms as it deems best approximates the original terms of this Loan, provided that such practice is administratively feasible for the Administrative Agent; otherwise, the Total Replacement Rate shall be applied as reasonably determined by the Creditors, through the Administrative Agent. The Applicable Margin or spread originally agreed upon in this Agreement shall continue to apply, and may even be subject to modification, if required, provided it is modified in writing by the Parties to this Contract, and it shall be added to the Total Replacement Rate. In the period between the discontinuation of the Reference Rate and the determination by the Creditors, through the Administrative Agent, of the Total Replacement Rate, the base interest rate to be applied to this Loan shall be the last published Reference Rate until such time as the Creditors, through the Administrative Agent, determine the Total Replacement Rate to be applied to this Loan. The Total Replacement Rate will be communicated to the Debtor and will be effective as of the next Interest Period.

Reference Rate Replacement. Notwithstanding anything to the contrary contained herein or in any other Loan Document: (a) Upon the occurrence of a Benchmark Transition Event as to any Benchmark, the applicable Benchmark Replacement will replace the applicable then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark at or after 4:00 p.m. (Central time) on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Financing DocumentLoan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. At any time that the administrator of the applicable then-current Benchmark has permanently or indefinitely 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 B▇▇▇▇▇▇▇’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, such Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in US Dollars in the amount of the Dollar Equivalent. During the period referenced in the foregoing sentence, the Parties agree that: component of Base Rate based upon such Benchmark (aif any) If for will not be used in any reason the Term SOFR rate corresponding to the Interest Period determination of the Loan is not available or does not conform to the Term SOFR periodicity, the Term SOFR rate of the highest available published period will be taken. For purposes of the Term SOFR rate, the first five (5) decimal places will be taken, truncating to the fifth decimal placeBase Rate Loans. (b) In connection with the event that, even though it is implementation and administration of a SOFR Business DayBenchmark Replacement, the relevant Term SOFR is not provided by Administrative Agent, with the Term SOFR Administrator on a Term SOFR Determination Dateconsent of TMCC, will have the Term SOFR rate for that day 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 be either (i) a rate formally recommended by the Term SOFR Administrator become effective without any further action or (ii) the latest published Term SOFR rateconsent of any other party to this Agreement. (c) In The Administrative Agent will promptly notify the event that, at Borrowers and the Lenders of (i) the implementation of any time during Benchmark Replacement and (ii) the term effectiveness of any Conforming Changes. The Administrative Agent will promptly notify the Borrower of the Loanremoval or reinstatement of any tenor of a Benchmark pursuant to Section 3.8(d). Any determination, the base interest rate used for this transaction (the “Reference Rate”) cannot decision or election that may be determined, the Creditors, through made by the Administrative Agent, TMCC or, if applicable, any Lender (or group of Lenders) pursuant to this Section 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, will notify be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.8. (d) At any time (including in connection with the Debtor in writing implementation of a Benchmark Replacement), (i) if the applicable then-current Benchmark is a term rate (including Term SOFR, CDOR or EURIBOR), then the Administrative Agent may remove any tenor of such circumstance Benchmark that is unavailable or non-representative for the applicable Benchmark (including applicable Benchmark Replacement) settings and will inform the Debtor of the new interest rate applicable to this Loan. The Debtor agrees and authorizes the Creditors, through (ii) the Administrative Agent, to select a base interest rate to replace the Reference Rate (the “Replacement Rate”) and if necessary, a reference margin to compensate Agent may reinstate any such previously removed tenor for the difference between the Replacement Rate and the Reference Rate applicable Benchmark (the “Compensation Margin”including applicable Benchmark Replacement) and in conjunction with the Replacement Rate, the “Total Replacement Rate,” which term shall apply even if there is no Compensation Margin, provided that the Total Replacement Rate has been determined or published by any authority, entity or regulator settings. (such as, but not limited to, the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor theretoe) or such Total Replacement Rate chosen by the Creditors, through the Administrative Agent, is consistent with international market practice to supplant the Reference Rate. In addition, the Debtor authorizes the Creditors, through the Administrative Agent, to apply the Total Replacement Rate on such terms as it deems best approximates the original terms of this Loan, provided that such practice is administratively feasible for the Administrative Agent; otherwise, the Total Replacement Rate shall be applied as reasonably determined by the Creditors, through the Administrative Agent. The Applicable Margin or spread originally agreed upon As used in this Agreement shall continue to apply, and may even be subject to modification, if required, provided it is modified in writing by the Parties to this Contract, and it shall be added to the Total Replacement Rate. In the period between the discontinuation of the Reference Rate and the determination by the Creditors, through the Administrative Agent, of the Total Replacement Rate, the base interest rate to be applied to this Loan shall be the last published Reference Rate until such time as the Creditors, through the Administrative Agent, determine the Total Replacement Rate to be applied to this Loan. The Total Replacement Rate will be communicated to the Debtor and will be effective as of the next Interest Period.Section 3.8: