Common use of Reference Rate Replacement Clause in Contracts

Reference Rate Replacement. Notwithstanding anything to the contrary 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 Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. 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 Borrower’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 component of Base Rate based upon such Benchmark (if any) will not be used in any determination of Base Rate Loans. (b) In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent, with the consent of TMCC, will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (c) The Administrative Agent will promptly notify the Borrowers and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.8(d). Any determination, decision or election that may be 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 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 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 Benchmark that is unavailable or non-representative for the applicable Benchmark (including applicable Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for the applicable Benchmark (including applicable Benchmark Replacement) settings. (e) As used in this Section 3.8:

Reference Rate Replacement. (a) Notwithstanding anything to the contrary herein or in any other Loan Credit Document: (a) Upon the occurrence of , if a Benchmark 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 Benchmarksetting of the then-current Reference Rate, then (x) if a replacement Reference Rate is determined in accordance with clause (1) or (2) of the applicable Benchmark 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 the applicable then-current Benchmark such Reference Rate for all purposes hereunder and under any Loan 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 of such Benchmark at or after 4:00 5:00 p.m. (Central time) New York City time on the fifth (5th) Business Day after the date notice of such Benchmark 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 Loan Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Reference Rate Replacement from Lenders comprising the Required Lenders. At 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 time that Credit Document in respect of such Reference Rate setting on the administrator date specified in the notice of the applicable thenEarly Opt-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by in Election delivered in accordance with the regulatory supervisor for the administrator definition 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 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 component of Base Rate based upon such Benchmark (if any) will not be used in any determination of Base Rate Loansterm. (b) In connection with the implementation and administration any replacement of a Benchmark ReplacementReference Rate in accordance with this Section 3.02, the Administrative Agent, in consultation with the consent of TMCCServicer, 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 Loan 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 AgreementAgreement or any other Credit Document. (c) The Administrative Agent will promptly notify the Borrowers 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 Benchmark Replacement and Reference Rate Replacement, (iiiii) the effectiveness of any Reference Rate Replacement Conforming Changes. The Administrative Agent will promptly notify Changes and (iv) the Borrower of the removal commencement or reinstatement conclusion of any tenor of a Benchmark pursuant to Section 3.8(d)Reference Rate Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent, TMCC Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.8, 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 actionaction 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 heretoto this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 3.83.02. (d) At any time (including in connection with Upon the implementation Company's receipt of notice of the commencement of a Benchmark Replacement)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) if the applicable then-current Benchmark date that is a term rate (including Term SOFR, CDOR or EURIBOR), then 30 days after notice from the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for the applicable Benchmark (including applicable Benchmark Replacement) settings a Reference Rate Transition Event and (ii) the Administrative Agent may reinstate any such previously removed tenor for applicable Reference Rate Replacement Date, the applicable Benchmark (including applicable Benchmark Replacementprovisions of Section 3.01(h) settingsshall apply. (e) As used in this Section 3.8:

Reference Rate Replacement. Notwithstanding anything to the contrary 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 Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. 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 Borrower’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 component of Base Rate based upon such Benchmark (if any) will not be used in any determination of Base Rate Loans. (b) In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent, with the consent of TMCC, will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (c) The Administrative Agent will promptly notify the Borrowers and the Lenders of of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.8(d). Any determination, decision or election that may be 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 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 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 Benchmark that is unavailable or non-representative for the applicable Benchmark (including applicable Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for the applicable Benchmark (including applicable Benchmark Replacement) settings. (e) As used in this Section 3.8:

Reference Rate Replacement. Notwithstanding anything to the contrary 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 Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. 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 Borrower’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 component of Base Rate based upon such Benchmark (if any) will not be used in any determination of Base Rate Loans. (b) In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent, with the consent of TMCC, will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (c) The Administrative Agent will promptly notify the Borrowers and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.8(d). Any determination, decision or election that may be 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 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 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 Benchmark that is unavailable or non-representative for the applicable Benchmark (including applicable Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for the applicable Benchmark (including applicable Benchmark Replacement) settings. (e) As used in this Section 3.8:

Reference Rate Replacement. (a) Notwithstanding anything to the contrary herein or in any other Loan Credit Document: (a) Upon the occurrence of , if a Benchmark 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 Benchmarksetting of the then-current Reference Rate, then (x) if a replacement Reference Rate is determined in accordance with clause (1) or (2) of the applicable Benchmark 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 the applicable then-current Benchmark such Reference Rate for all purposes hereunder and under any Loan 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 of such Benchmark at or after 4:00 5:00 p.m. (Central time) New York City time on the fifth (5th) Business Day after the date notice of such Benchmark 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 Loan Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Reference Rate Replacement from Lenders comprising the Required Lenders. At 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 time that Credit Document in respect of such Reference Rate setting on the administrator date specified in the notice of the applicable thenEarly Opt-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by in Election delivered in accordance with the regulatory supervisor for the administrator definition 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 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 component of Base Rate based upon such Benchmark (if any) will not be used in any determination of Base Rate Loansterm. (b) In connection with the implementation and administration any replacement of a Benchmark ReplacementReference Rate in accordance with this Section 3.02, the Administrative Agent, in consultation with the consent of TMCCServicer, 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 Loan 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 AgreementAgreement or any other Credit Document. (c) The Administrative Agent will promptly notify the Borrowers 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 Benchmark Replacement and Reference Rate Replacement, (iiiii) the effectiveness of any Reference Rate Replacement Conforming Changes. The Administrative Agent will promptly notify Changes and (iv) the Borrower of the removal commencement or reinstatement conclusion of any tenor of a Benchmark pursuant to Section 3.8(d)Reference Rate Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent, TMCC Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.8, 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 actionaction 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 heretoto this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 3.83.02. (d) At any time (including in connection with Upon the implementation Company's receipt of notice of the commencement of a Benchmark Replacement)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) if the applicable then-current Benchmark date that is a term rate (including Term SOFR, CDOR or EURIBOR), then 30 days after notice from the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for the applicable Benchmark (including applicable Benchmark Replacement) settings a Reference Rate Transition Event and (ii) the Administrative Agent may reinstate any such previously removed tenor for applicable Reference Rate Replacement Date, the applicable Benchmark (including applicable Benchmark Replacementprovisions of Section 3.01(h) settingsshall apply. (e) As used in this Section 3.8:

Reference Rate Replacement. (a) Notwithstanding anything to the contrary herein or in any other Loan Document: (a) Upon the occurrence of , if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the applicable definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the applicable then-current definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting of such Benchmark at or after 4:00 5:00 p.m. (Central New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the appropriate Required Lenders. At . (b) Notwithstanding anything to the contrary herein or in any time that other Loan Document and subject to the administrator proviso below in this paragraph, solely with respect 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-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark has permanently for all purposes hereunder or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator under any Loan Document in respect of such Benchmark pursuant to public statement setting and subsequent Benchmark settings, without any amendment to, or publication further action or consent of information to be no longer representative of the underlying market and economic reality any other party to, this Agreement or any other Loan Document; provided that such Benchmark is intended to measure and that representativeness will this paragraph (b) shall 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 effective unless the Administrative Agent that has delivered to the Lenders, TMCC and the appropriate Borrowers 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 component of Base Rate based upon such Benchmark (if any) will not be used in any determination of Base Rate LoansTerm SOFR Notice. (bc) In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent, with the consent of TMCC, Agent will have the right right, after consultation with TMCC, 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 Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this AgreementAgreement or any other Loan Document. (cd) The Administrative Agent will promptly notify TMCC and the appropriate Borrowers and the appropriate Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes. The Administrative Agent will promptly notify the Borrower of , (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.8(d)clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent, TMCC 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 3.8, 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 actionaction 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 heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.8. (de) At 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 applicable then-current Benchmark is a term rate (including Term SOFRSOFR 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, CDOR after consultation with TMCC, or EURIBOR(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 Agent, after consultation with TMCC, may remove 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 appropriate Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, such Borrowers may revoke any request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (x) such Borrowers will be deemed to have converted (1) any request for a Borrowing of Eurocurrency Rate Loans denominated in US Dollars into a request for a Borrowing of or conversion to Base Rate Loans and (2) 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 of such Benchmark that is unavailable or non-representative 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 Benchmark to such Eurocurrency Rate Loan, then (including i) if such Eurocurrency Rate Loan is denominated in US Dollars, then on the last day of the Interest Period applicable Benchmark Replacement) settings 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 may reinstate 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 previously removed tenor for 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 (including applicable in an amount equal to the Alternative Currency Equivalent thereof) on the day of such implementation, giving effect to such Benchmark Replacement) settings. (e) Replacement in respect of such Alternative Currency. As used in this Section 3.8:

Reference Rate Replacement. (a) Notwithstanding anything to the contrary herein or in any other Loan Document: (a) Upon the occurrence of , if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the applicable definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the applicable then-current definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting of such Benchmark at or after 4:00 5:00 p.m. (Central New York City time) on the fifth (5th) Business Day after the date notice of such 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 Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders Banks comprising the Required Lenders. At Banks. (b) Notwithstanding anything to the contrary herein or in any time that other Loan Document and subject to the administrator proviso below in this paragraph, solely with respect 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-current Benchmark, then the applicable Benchmark Replacement will replace the 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 all purposes hereunder and under any Loan Document in respect of such Benchmark pursuant to public statement setting and subsequent Benchmark settings, without any amendment to, or publication further action or consent 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 any other party to, this Agreement; provided that, this clause (b) shall not be restored, any effective unless the Agent has delivered to the Banks and the Borrower may revoke any request made by such Borrower for a borrowing of, conversion to or continuation Term SOFR Notice. For the avoidance 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 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 sentencedoubt, the component of Base Rate based upon such Benchmark (if any) will Agent shall not be used required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in any determination of Base Rate Loansits sole discretion. (bc) In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent, with the consent of TMCC, 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 Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this AgreementAgreement or any other Loan Document. (cd) The Administrative Agent will promptly notify the Borrowers Borrower and the Lenders Banks of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement and Replacement, (iiiii) the effectiveness of any Benchmark Replacement Conforming Changes. The Administrative Agent will promptly notify the Borrower of , (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.8(d)clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent, TMCC Agent or, if applicable, any Lender Bank (or group of LendersBanks) pursuant to this Section 3.85.6, 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 actionaction 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 heretoto this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.85.6. (de) At 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 applicable then-current Benchmark is a term rate (including Term SOFR, CDOR SOFR or EURIBOR)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 Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove any tenor of such Benchmark that is unavailable or non-representative for the applicable Benchmark (including applicable Benchmark Replacement) settings 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 may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate any such previously removed tenor. (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Borrowing of, conversion to or continuation of LIBO Rate Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted any request for a LIBO Rate Borrowing denominated in Dollars into a request for 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 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 LIBO Rate Advance in any Agreed Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such LIBO Rate Advance, then (i) if such LIBO Rate Advance is denominated in Dollars, then on the last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), such Advance shall be converted by the Agent to, and shall constitute, a Floating Rate 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 to such Advance (or the next succeeding Business Day if such day is not a Business Day), at the 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 Dollars and be converted by the Agent to, and (subject to the remainder of this subclause (B)) shall 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 (including applicable 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) settings. (e) Replacement in respect of such Agreed Currency. As used in this Section 3.8Agreement: