Common use of Replacing Benchmarks Clause in Contracts

Replacing Benchmarks. Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes under this Note and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower without any amendment to, or further action or consent of any other party to, this Note or any other Loan Document so long as Lender has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For the avoidance of doubt, in the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower. At any time that the administrator of 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 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, the Borrower may revoke any request 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 the Borrower’s receipt of notice from the Lender that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime Loans.

Replacing Benchmarks. Upon a date and time determined by the Administrative Agent as to any Benchmark which date shall be no later than the occurrence of a Benchmark Transition EventEvent with respect to such Benchmark, the applicable Benchmark Replacement will replace the applicable then-current Benchmark for all purposes under this Note hereunder and under any Loan Document in respect of any setting of such Benchmark setting at or after 5:00 3:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower the affected Lenders without any amendment to, or further action or consent of any other party to, this Note Agreement or any other Loan Document so long as Lender the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For the avoidance of doubt, in the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to BorrowerRequired 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 not representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request 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 the Borrower’s receipt of notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime Base Rate Loans. During the period referenced in the foregoing sentence, the component of the Alternate Base Rate based upon such Benchmark (if any) will not be used in any determination of the Alternate Base Rate.

Replacing Benchmarks. Upon the occurrence of If a Benchmark Transition EventEvent has occurred prior to any setting of the then-current Benchmark, then, the applicable Benchmark Replacement will replace the applicable then-current Benchmark for all purposes under this Note hereunder and under any Loan Document Paper in respect of any setting of such Benchmark setting at or after 5:00 3:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower the affected Lenders without any amendment to, or further action or consent of any other party to, this Note Agreement or any other Loan Document Paper so long as Lender the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For Lenders comprising the avoidance of doubt, in the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to BorrowerMajority 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 not representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request 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 the Borrower’s receipt of notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime Base Rate Loans. During the period referenced in the foregoing sentence, the component of the Base Rate based upon such Benchmark (if any) will not be used in any determination of the Base Rate.

Replacing Benchmarks. Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current such Benchmark for all purposes under this Note hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower the Lenders without any amendment to, or further action or consent of any other party to, this Note Agreement or any other Loan Document so long as Lender the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For Lenders comprising the avoidance Required Lenders of doubt, in the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrowereach affected Class. At any time that the administrator of the any 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 or 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, (x) with respect to amounts denominated in Dollars, the Borrower may revoke any request 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 the Borrower’s receipt of notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime LoansBase Rate Loans and (y) with respect to amounts denominated in any currency other than Dollars, the obligation of the Lenders to make or maintain Loans referencing such Benchmark in the affected currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)) and any outstanding loans in such currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full. During the period referenced in the foregoing sentence, if a component of Base Rate is based upon the Benchmark, such component will not be used in any determination of Base Rate.

Replacing Benchmarks. Upon (i) the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current such Benchmark for all purposes under this Note and under any Loan Document hereunder in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower the Lenders without any amendment to, or further action or consent of any other party to, this Note or any other Loan Document Agreement so long as Lender the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For Lenders comprising the avoidance of doubtRequired Lenders or (ii) an Early Opt-in Effective Date with respect to an Other Rate Early Opt-in Election, in the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate will replace such Benchmark for all purposes hereunder in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice respect of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice any setting of such Benchmark Replacement is provided on such day and all subsequent settings without any amendment to, or further action or consent of any other party to Borrowerthis Agreement. At any time that the administrator of the any 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 or 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, (i) with respect to amounts denominated in Dollars, the Borrower Borrowers may revoke any request for a borrowing of, conversion to or continuation of Loans Advances to be made, converted or continued that would bear interest by reference to such Benchmark until the BorrowerBorrower Representative’s receipt of notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower Borrowers will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime LoansAlternate Base Rate Advances and (ii) with respect to amounts denominated in any currency other than Dollars, the obligation of the Lenders to make or maintain Advances referencing such Benchmark in the affected currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)) and any outstanding loans in such currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full. During the period referenced in the foregoing sentence, if a component of the Alternate Base Rate is based upon the Benchmark, such component will not be used in any determination of the Alternate Base Rate.

Replacing Benchmarks. Upon the occurrence of If a Benchmark Transition EventEvent occurs prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1)(a) of the 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 the definition of Adjusted Term SOFR shall be deemed modified to delete the addition of the Term SOFR Adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clauses (1)(b) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the then-current Benchmark for all purposes under this Note hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. P.M. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower the Lenders without any amendment to, or further action or consent of any other party to, this Note Agreement or any other Loan Document so long as Lender the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For Lenders comprising the avoidance of doubt, in the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to BorrowerRequired Lenders. At any time that the administrator of 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 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, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans Advances to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime LoansBase Rate Advances. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate.

Replacing Benchmarks. Upon the occurrence of a Benchmark Transition EventEvent with respect to any Benchmark, the Benchmark Replacement will replace the then-current such Benchmark for all purposes under this Note hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. P.M. (New York time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower the Lenders and the Borrowers without any amendment to, or further action or consent of any other party to, this Note Agreement or any other Loan Document so long as Lender the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For Lenders comprising the avoidance Required Tranche Lenders of doubt, in the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrowereach affected Tranche. At any time that the administrator of the any 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 or 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, (A) with respect to amounts denominated in US Dollars, the Borrower Borrowers may revoke any request 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 the Borrower’s Borrowers’ receipt of notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower Borrowers will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime LoansBase Rate Loans and (B) with respect to amounts denominated in any currency other than US Dollars, the obligation of the Lenders to make or maintain Loans referencing such Benchmark in the affected currency shall be suspended (to the extent of the affected amounts or Interest Periods (as applicable)) and any outstanding loans in such currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full. During the period referenced in the foregoing sentence, if a component of the Base Rate is based upon the Benchmark, such component will not be used in any determination of the Base Rate.

Replacing Benchmarks. Upon a date and time determined by the Administrative Agent as to any Benchmark which date shall be no later than the occurrence of a Benchmark Transition EventEvent with respect to such Benchmark, the applicable Benchmark Replacement will replace the applicable then-current Benchmark for all purposes under this Note hereunder and under any Loan Document in respect of any setting of such Benchmark setting at or after 5:00 p.m. 4:00 P.M. (Central time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower the affected Lenders without any amendment to, or further action or consent of any other party to, this Note Credit Agreement or any other Loan Document so long as Lender the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For the avoidance of doubt, in the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to BorrowerRequired 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 not representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request 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 the Borrower’s receipt of notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime Base Rate Loans. During the period referenced in the foregoing sentence, the component of the Base Rate based upon such Benchmark (if any) will not be used in any determination of the Base Rate.

Replacing Benchmarks. Upon the occurrence of ofIf a Benchmark Transition Event, the occurs prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1)(a) of the 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 the definition of Adjusted Term SOFR shall be deemed modified to delete the addition of the Term SOFR Adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clauses (1)(b) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the then-current Benchmark for all purposes under this Note hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. p.m.5:00 P.M. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower the Lenders without any amendment to, or further action or consent of any other party to, this Note Agreement or any other Loan Document so long as Lender the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For Lenders comprising the avoidance of doubt, in the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to BorrowerRequired Lenders. At any time that the administrator of 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 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, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans Advances to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime LoansBase Rate Advances. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate.

Replacing Benchmarks. Upon IfSolely to the occurrence of extent set forth in clause (f) below, notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition EventEvent and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (xi) if a Benchmark Replacement is determined in accordance with clause (1a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the then-current such Benchmark for all purposes under this Note hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such and subsequent Benchmark Replacement is provided to Borrower settings without any amendment to, or further action or consent of any other party to, this Note Agreement or any other Loan Document and (yii) if a Benchmark Replacement is determined in accordance with clause (2b) of the 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 at or after 5:00 p.m. (, New York City time), on the fifth (5th) Business Day after the date on which notice of such Benchmark Replacement is provided to the Revolving 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 Lender the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For Revolving Lenders comprising the avoidance of doubt, in the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to BorrowerRequired Revolving Lenders. At any time that the administrator of 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 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, the Borrower may revoke any request for a borrowing of, conversion Revolving Loans shall be deemed to or continuation of Loans to be made, converted or continued that would bear interest by reference to based on ABR instead of such Benchmark until the Borrower’s receipt of Borrower receives notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that. During the period referenced in the foregoing sentence, the Borrower component of ABR based upon the Benchmark will not be deemed to have converted used in any such request into a request for a borrowing determination of or conversion to Prime LoansABR.Lenders of each Class.

Replacing Benchmarks. Upon the occurrence of ofIf a Benchmark Transition Event, the occurs, prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a)(1) of the 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 the definition of Adjusted Term SOFR shall be deemed modified to delete the addition of the Term SOFR Adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is determined in accordance with clauses (a)(2) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace the then-current Benchmark for all purposes under this Note hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. p.m5:00 P.M. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower the Lenders without any amendment to, or further action or consent of any other party to, this Note Agreement or any other Loan Document so long as Lender the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For Lenders comprising the avoidance of doubt, in the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to BorrowerRequired Lenders. At any time that the administrator of 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 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, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans Advances to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime LoansBase Rate Advances. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate.

Replacing Benchmarks. Upon a date and time determined by the Administrative Agent as to any Benchmark which date shall be no later than the occurrence of a Benchmark Transition EventEvent with respect to such Benchmark, the applicable Benchmark Replacement will replace the applicable then-current Benchmark for all purposes under this Note hereunder and under any Loan Document in respect of any setting of such Benchmark setting at or after 5:00 3:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower the affected Lenders without any amendment to, or further action or consent of any other party to, this Note Agreement or any other Loan Document so long as Lender the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For the avoidance of doubt, in the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to BorrowerRequired 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 not representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request 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 the Borrower’s receipt of notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime Base Rate Loans. During the period referenced in the foregoing sentence, the component of the Alternate Base Rate based upon such Benchmark (if any) will not be used in any determination of the Alternate Base Rate.

Replacing Benchmarks. Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes under this Note and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day [***] after the date notice of such Benchmark Replacement is provided to Borrower without any amendment to, or further action or consent of any other party to, this Note or any other Loan Document so long as Lender Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For - SIGNATURE RESTRICTED - Content is not to be distributed or shared with outside parties. the avoidance of doubt, in the event Lender Administrative Agent receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender Administrative Agent shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender Administrative Agent are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days [***]following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day [***] after the date notice of such Benchmark Replacement is provided to Borrower. At any time that the administrator of 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 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, the Borrower may revoke any request 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 the Borrower’s receipt of notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime Loans.

Replacing Benchmarks. Upon a date and time determined by the Administrative Agent as to any Benchmark, which date shall be no later than the occurrence of a Benchmark Transition EventEvent with respect to such Benchmark, the applicable Benchmark Replacement will replace the applicable then-current Benchmark for all purposes under this Note hereunder and under any Loan Document in respect of any setting of such Benchmark setting at or after 5:00 3:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower the affected Lenders without any amendment to, or further action or consent of any other party to, this Note Agreement or any other Loan Document so long as Lender the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For the avoidance of doubt, in the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to BorrowerRequired 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 not representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower Company may revoke any request 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 the BorrowerCompany’s receipt of notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower Company will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime ABR Loans. During the period referenced in the foregoing sentence, the component of the Alternate Base Rate based upon such Benchmark (if any) will not be used in any determination of the Alternate Base Rate.

Replacing Benchmarks. Upon a date and time determined by the Administrative Agent as to any Benchmark which date shall be no later than the occurrence of a Benchmark Transition EventEvent with respect to such Benchmark, the applicable Benchmark Replacement will replace the applicable then-current Benchmark for all purposes under this Note hereunder and under any Loan Document in respect of any setting of such Benchmark setting at or after 5:00 3:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower the affected Lenders without any amendment to, or further action or consent of any other party to, this Note Agreement or any other Loan Document so long as Lender the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For the avoidance of doubt, in the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to BorrowerRequired 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 not representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans Borrowings to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime Base Rate Loans. During the period referenced in the foregoing sentence, the component of the Base Rate based upon such Benchmark (if any) will not be used in any determination of the Base Rate.

Replacing Benchmarks. Upon a date and time determined by the Administrative Agent as to any Benchmark which date shall be no later than the occurrence of a Benchmark Transition EventEvent with respect to such Benchmark, the applicable Benchmark Replacement will replace the applicable then-current Benchmark for all purposes under this Note hereunder and under any Loan Document in respect of any setting of such Benchmark setting at or after 5:00 3:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower the affected Lenders without any amendment to, or further action or consent of any other party to, this Note Agreement or any other Loan Document so long as Lender the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For the avoidance of doubt, in the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to BorrowerRequired 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 not representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans Borrowings to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime Base Rate Loans.. During the period referenced in the foregoing sentence, the component of the Base Rate based upon such Benchmark (if any) will not be used in any determination of the Base Rate. ​ ​

Replacing Benchmarks. Upon the occurrence of a Benchmark Transition EventEvent as to any Benchmark, the applicable Benchmark Replacement will replace the applicable then-current Benchmark for all purposes under this Note hereunder and under any Loan Document in respect of any setting of such Benchmark setting at or after 5:00 3:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower the affected Lenders without any amendment to, or further action or consent of any other party to, this Note Agreement or any other Loan Document so long as Lender the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For the avoidance of doubt, in the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to BorrowerRequired 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 not representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request 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 the Borrower’s receipt of notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime ABR Loans. During the period referenced in the foregoing sentence, the component of the Alternate Base Rate based upon such Benchmark (if any) will not be used in any determination of the Alternate Base Rate.

Replacing Benchmarks. Upon the occurrence of a Benchmark Transition EventEvent as to any Benchmark, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes under this Note hereunder and under any Loan Document in respect of any setting of such Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower the Lenders without any amendment to, or further action or consent of any other party to, this Note Agreement or any other Loan Document so long as Lender the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Borrower. For the avoidance of doubt, in Required Lenders or from the event Lender receives a written notice of objection to the Benchmark Replacement from Borrower pursuant to the immediately preceding sentence, Borrower and Lender shall negotiate in good faith to determine a substitute benchmark rate, provided, however, if Borrower and Lender are not able to come to mutual agreement on such substitute benchmark rate within five (5) Business Days following such written notice of objection, the Loans shall be converted to Prime Loans as of the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to Borrower. 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, the Borrower may revoke any request 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 the Borrower’s receipt of notice from the Lender Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Prime Base Rate Loans. During the period referenced in the foregoing sentence, the component of Adjusted Base Rate based upon such Benchmark (if any) will not be used in any determination of Adjusted Base Rate.