Common use of Temporary Replacement of the Tranche Rate and Tenor Replacement Clause in Contracts

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the event, prior to commencement of any Interest Period relating to a Tranche Rate Loan, Lender shall determine that no Successor Rate has been determined in accordance with Section 4.04(c) and either: (i) the Tranche Rate is unavailable, unrepresentative, or unreliable, (ii) the Tranche Rate as determined by Lender will not adequately and fairly reflect the cost to Lender of funding the Tranche Rate Loans for such Interest Period, or (iii) the making or funding of Tranche Rate Loans has become impracticable; then, in any such case, Lender shall promptly provide notice of such determination to Borrower (which shall be conclusive and binding on the Borrower absent manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and shall be deemed a request for a Reference Rate Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Reference Rate Loan, and (C) the obligations of Lender to make Tranche Rate Loans shall be suspended until Lender determines that the circumstances giving rise to such suspension no longer exist, in which event Lender shall so notify Borrower. If a Successor Rate has been determined in accordance with Section 4.04(c) and Lender determines that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to Tranche Rate therein were a reference to the Successor Rate. At any time (including in connection with the implementation of a Successor Rate), the Lender may remove any tenor of a Tranche Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the Lender’s sole discretion, for Tranche Rate settings; provided however that the Lender may reinstate such previously removed tenor for Tranche Rate settings, if the Lender determines in its sole discretion that such tenor has become available and representative again.

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the event, prior to commencement of any Interest Period relating to a Tranche Rate Loan, Lender shall determine that no Successor Rate has been determined in accordance with Section 4.04(c) and either: (i) the Tranche Rate is unavailable, unrepresentative, or unreliable, (ii) the Tranche Rate as determined by Lender will not adequately and fairly reflect the cost to Lender of funding the Tranche Rate Loans for such Interest Period, or (iii) the making or funding of Tranche Rate Loans has become impracticable; then, in any such case, Lender shall promptly provide notice of such determination to Borrower (which shall be conclusive and binding on the Borrower absent manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and shall be deemed a request for a Reference Base Rate Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Reference Base Rate Loan, and (C) the obligations of Lender to make Tranche Rate Loans shall be suspended until Lender determines that the circumstances giving rise to such suspension no longer exist, in which event Lender shall so notify Borrower. If a Successor Rate has been determined in accordance with Section 4.04(c) and Lender determines that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to Tranche Rate therein were a reference to the Successor Rate. At any time (including in connection with the implementation of a Successor Rate), the Lender may remove any tenor of a Tranche Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the Lender’s Xxxxxx's sole discretion, for Tranche Rate settings; provided however that the Lender may reinstate such previously removed tenor for Tranche Rate settings, if the Lender determines in its sole discretion that such tenor has become available and representative again.

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the eventevent that, prior to commencement of any Interest Period relating to a Tranche Rate Loan, Lender the Administrative Agent shall determine or be notified by Required Lenders that no Successor Rate has been determined in accordance with Section 4.04(c3.03(b) and either: (i) the Tranche Rate is unavailable, unrepresentative, or unreliable, (ii) the Tranche Rate as determined by Lender the Administrative Agent will not adequately and fairly reflect the cost to Lender Lenders of funding the their Tranche Rate Loans for such Interest Period, or (iii) the making or funding of Tranche Rate Loans has become impracticable; then, in any such case, Lender the Administrative Agent shall promptly provide notice of such determination to the Borrower and the Lenders (which shall be conclusive and binding on the Borrower all parties hereto absent manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and shall be deemed a request for a Reference Base Rate Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Reference Base Rate Loan, and (C) the obligations of Lender the Lenders to make Tranche Rate Loans shall be suspended until Lender determines the Administrative Agent or the Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Lender the Administrative Agent shall so notify Borrowerthe Borrower and the Lenders. If a Successor Rate has been determined in accordance with Section 4.04(c3.03(b) and Lender determines the Administrative Agent determines, or the Required Lenders provide notice, that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to Tranche Rate therein were a reference to the Successor Rate. At any time (including in connection with the implementation of a Successor Rate), the Lender Administrative Agent may remove any tenor of a Tranche Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the LenderAdministrative Agent’s sole discretion, for Tranche Rate settings; provided however that the Lender Administrative Agent may reinstate such previously removed tenor for Tranche Rate settings, if the Lender Administrative Agent determines in its sole discretion that such tenor has become available and representative again.. CHAR1\1970297v6

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the event, prior to commencement of any Interest Period relating to a Tranche Rate Loan, Lender shall determine that no Successor Rate has been determined in accordance with Section 4.04(c) and either: (i) the Tranche Rate is unavailable, unrepresentative, or unreliable, (ii) the Tranche Rate as determined by Lender will not adequately and fairly reflect the cost to Lender of funding the Tranche Rate Loans for such Interest Period, or (iii) the making or funding of Tranche Rate Loans has become impracticable; then, in any such case, Lender shall promptly provide notice of such determination to Borrower (which shall be conclusive and binding on the Borrower absent manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and shall be deemed 4891-8586-8126.7 a request for a Reference Base Rate Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Reference Base Rate Loan, and (C) the obligations of Lender to make Tranche Rate Loans shall be suspended until Lender determines that the circumstances giving rise to such suspension no longer exist, in which event Lender shall so notify Borrower. If a Successor Rate has been determined in accordance with Section 4.04(c) and Lender determines that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to Tranche Rate therein were a reference to the Successor Rate. At any time (including in connection with the implementation of a Successor Rate), the Lender may remove any tenor of a Tranche Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the Lender’s Xxxxxx's sole discretion, for Tranche Rate settings; provided however that the Lender may reinstate such previously removed tenor for Tranche Rate settings, if the Lender determines in its sole discretion that such tenor has become available and representative again.

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the event, event that prior to the commencement of any Interest Period relating to a Tranche Rate Loan, Lender shall determine that no Successor Rate has been determined in accordance with Section 4.04(c) and either: (i) the Tranche Rate is unavailable, unrepresentative, or unreliable, (ii) the Tranche Rate as determined by Lender will not adequately and fairly reflect the cost to Lender of funding the Tranche Rate Loans for such Interest Period, or (iii) the making or funding of Tranche Rate Loans has become impracticable; then, in any such case, Lender shall promptly provide notice of such determination to Borrower (which shall be conclusive and binding on the Borrower absent manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and shall be deemed a request for a Reference Base Rate DOCVARIABLE BABC_DocID4858-1449-9646.2 Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Reference Base Rate Loan, and (C) the obligations of Lender to make Tranche Rate Loans shall be suspended until Lender determines that the circumstances giving rise to such suspension no longer exist, in which event Lender shall so notify Borrower. If a Successor Rate has been determined in accordance with Section 4.04(c) and Lender determines that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to Tranche Rate therein were a reference to the Successor Rate. At any time (including in connection with the implementation of a Successor Rate), the Lender may remove any tenor of a Tranche Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the Lender’s Xxxxxx's sole discretion, for Tranche Rate settings; provided however that the Lender may reinstate such previously removed tenor for Tranche Rate settings, if the Lender determines in its sole discretion that such tenor has become available and representative again.

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the event, prior to commencement of any Interest Period relating to a Tranche Rate Loan, Lender shall determine that no Successor Rate has been determined in accordance with Section 4.04(c) and eitherthat: (i) the Tranche Rate is unavailable, unrepresentative, or unreliable, (ii) the Tranche Rate as determined by Lender will not adequately and fairly reflect the cost to Lender of funding the Tranche Rate Loans for such Interest Period, or (iii) the making or funding of Tranche Rate Loans has become impracticable; then, in any such case, Lender shall promptly provide notice of such determination to Borrower (which shall be conclusive and binding on the Borrower absent manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and shall be deemed a request for a Reference Base Rate Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Reference Base Rate Loan, and (C) the obligations of Lender to make Tranche Rate Loans shall be suspended until Lender determines that the circumstances giving rise to such suspension no longer exist, in which event Lender shall so notify Borrower. If a Successor Rate has been determined in accordance with Section 4.04(c) and Lender determines that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to Tranche Rate therein were a reference to the Successor Rate. At any time (including in connection with the implementation of a Successor Rate), the Lender may remove any tenor of a Tranche Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the LenderXxxxxx’s sole discretion, for Tranche Rate settings; provided however that the Lender may reinstate such previously removed tenor for Tranche Rate settings, if the Lender determines in its sole discretion that such tenor has become available and representative again.

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the event, prior event (subject to commencement of any Interest Period relating to a Tranche Rate Loan, Lender clause (b) below) Administrative Agent shall reasonably determine or be notified by Required Lenders that no Successor Rate has been determined in accordance with Section 4.04(c) and either: (i) the Tranche Rate is unavailable, unrepresentative, or unreliable, (ii) the Tranche Rate as reasonably determined by Lender Administrative Agent will not adequately and fairly reflect the cost to Lender Lenders of funding the Tranche Rate Loans for such Interest Periodtheir applicable Loans, or (iii) the making or funding of Tranche Rate Loans has become impracticable; then, in any such case, Lender Administrative Agent shall promptly provide notice of such determination to Borrower Borrowers and the affected Lenders (which shall be conclusive and binding on the Borrower all parties hereto absent manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and and, in respect of a Tranche Rate Loan, shall be deemed a request for a Reference Base Rate Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, automatically become a Reference Base Rate Loan, and (C) the obligations of Lender Lenders to make Tranche Rate Loans shall be suspended until Lender determines Administrative Agent or Required U.S. Lenders or Required Global Lenders, as applicable, determine that the circumstances giving rise to such suspension no longer exist, in which event Lender Administrative Agent shall so notify Borrower. If a Successor Rate has been determined in accordance with Section 4.04(c) Borrowers and Lender determines that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to Tranche Rate therein were a reference to the Successor Rateapplicable Lenders. At any time (including in connection with the implementation of a Successor Rate), the Lender Administrative Agent may remove any tenor of a Tranche Relevant Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the LenderAdministrative Agent’s sole discretion, for Tranche Relevant Rate settings; provided however that the Lender Administrative Agent may reinstate such previously removed tenor for Tranche Relevant Rate settings, if the Lender Administrative Agent determines in its sole discretion that such tenor has become available and representative again.

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the event, prior to commencement of any Interest Period relating to a Tranche Rate Loan, Lender Agent shall determine or be notified by Required Lenders that no Successor Rate has been determined in accordance with Section 4.04(c2.5(c) and either: (i) the Tranche Rate is unavailable, unrepresentative, or unreliable, (ii) the Tranche Rate as determined by Lender Agent will not adequately and fairly reflect the cost to Lender Lenders of funding the their Tranche Rate Loans for such Interest Period, or (iii) the making or funding of Tranche Rate Loans has become impracticable; then, in any such case, Lender Agent shall promptly provide notice of such determination to Borrower and Lenders (which shall be conclusive and binding on the Borrower all parties hereto absent manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and shall be deemed a request for a Reference Base Rate Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Reference Base Rate Loan, and (C) the obligations of Lender Lenders to make Tranche Rate Loans shall be suspended until Lender determines Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Lender Agent shall so notify BorrowerBorrower and Lenders. If a Successor Rate has been determined in accordance with Section 4.04(c2.5(c) and Lender determines Agent determines, or Required Lenders provide notice, that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to Tranche Rate therein were a reference to the Successor Rate. At any time (including in connection with the implementation of a Successor Rate), the Lender Agent may remove any tenor of a Tranche Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the LenderAgent’s sole discretion, for Tranche Rate settings; provided however that the Lender Agent may reinstate such previously removed tenor for Tranche Rate settings, if the Lender Agent determines in its sole discretion that such tenor has become available and representative again.

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the event, prior to commencement of any Interest Period relating to a Tranche Rate Loan, Lender shall determine that no Successor Rate has been determined in accordance with Section 4.04(c) and eitherthat: (i) the Tranche Rate is unavailable, unrepresentative, or unreliable, (ii) the Tranche Rate as reasonably determined by Lender will not adequately and fairly reflect the cost to Lender of funding the Tranche Rate Loans for such Interest Period, or (iii) the making or funding of Tranche Rate Loans has become impracticable; then, in any such case, Lender shall promptly provide notice of such determination to Borrower (which shall be conclusive and binding on the Borrower absent manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and shall be deemed a request for a Reference Base Rate Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Reference Base Rate Loan, and (C) the obligations of Lender to make Tranche Rate Loans shall be suspended until Lender determines that the circumstances giving rise to such suspension no longer exist, in which event Lender shall so notify Borrower. If a Successor Rate has been determined in accordance with Section 4.04(c) and Lender determines that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to Tranche Rate therein were a reference to the Successor Rate. At any time (including in connection with the implementation of a Successor Rate), the Lender may remove any tenor of a Tranche Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the LenderXxxxxx’s sole discretion, for Tranche Rate settings; provided however that the Lender may reinstate such previously removed tenor for Tranche Rate settings, if the Lender determines in its sole discretion that such tenor has become available and representative again.

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the event, prior to commencement of any Interest Period relating to a Tranche Rate Loan, Lender Administrative Agent shall determine or be notified by Majority Lenders that no Successor Rate has been determined in accordance with Section 4.04(c3.03(b) and either: (i) the Tranche Rate is unavailable, unrepresentative, or unreliable, (ii) the Tranche Rate as determined by Lender Administrative Agent will not adequately and fairly reflect the cost to Lender Lenders of funding the their Tranche Rate Loans for such Interest Period, or (iii) the making or funding of Tranche Rate Loans has become impracticable; then, in any such case, Lender Administrative Agent shall promptly provide notice of such determination to Borrower and Lenders (which shall be conclusive and binding on the Borrower all parties hereto absent manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and shall be deemed a request for a Reference Rate an ABR Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Reference Rate an ABR Loan, and (C) the obligations of Lender Lenders to make Tranche Rate Loans shall be suspended until Lender determines Administrative Agent or Majority Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Lender Administrative Agent shall so notify BorrowerBorrower and Lenders. If a Successor Rate has been determined in accordance with Section 4.04(c3.03(b) and Lender determines Administrative Agent determines, or Majority Lenders provide notice, that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to Tranche Rate therein were a reference to the Successor Rate. At any time (including in connection with the implementation of a Successor Rate), the Lender Administrative Agent may remove any tenor of a Tranche Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the LenderAdministrative Agent’s sole discretion, for Tranche Rate settings; provided however that the Lender Administrative Agent may reinstate such previously removed tenor for Tranche Rate settings, if the Lender Administrative Agent determines in its sole discretion that such tenor has become available and representative again.

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the event, prior to commencement of any Interest Period relating to a Tranche Rate Loan, Lender Administrative Agent shall determine or be notified by Majority Lenders that no Successor Rate has been determined in accordance with Section 4.04(c3.03(b) and either: (i) the Tranche Rate is unavailable, unrepresentative, or unreliable, (ii) the Tranche Rate as determined by Lender Administrative Agent will not adequately and fairly reflect the cost to Lender Lenders of funding the their Tranche Rate Loans for such Interest Period, or (iii) the making or funding of Tranche Rate Loans has become impracticable; then, in any such case, Lender Administrative Agent shall promptly provide notice of such determination to Borrower and Lenders (which shall be conclusive and binding on the Borrower all parties hereto absent manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and shall be deemed a request for a Reference Rate an ABR Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Reference Rate an ABR Loan, and (C) the obligations of Lender Lenders to make Tranche Rate Loans shall be suspended until Lender determines Administrative Agent or Majority Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Lender Administrative Agent shall so notify BorrowerBorrower and Lenders. If a Successor Rate has been determined in accordance with Section 4.04(c3.03(b) and Lender determines Administrative Agent determines, or Majority Lenders provide notice, that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to Tranche Rate therein were a reference to the Successor Rate. At any time (including in connection with the implementation of a Successor Rate), the Lender Administrative Agent may remove any tenor of a Tranche Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the Lender’s Administrative Agent's sole discretion, for Tranche Rate settings; provided however that the Lender Administrative Agent may reinstate such previously removed tenor for Tranche Rate settings, if the Lender Administrative Agent determines in its sole discretion that such tenor has become available and representative again.

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the eventevent (subject to Section 2.16(b) below), prior to commencement of any Interest Period Change Date relating to a Tranche Rate Loan, Lender Administrative Agent shall reasonably determine or be notified by Required Lenders that no Successor Rate has been determined in accordance with Section 4.04(c2.16(b) and either: (i) the 54 Tranche Rate is unavailable, unrepresentative, or unreliable, (ii) the Tranche Rate as reasonably determined by Lender Administrative Agent will not adequately and fairly reflect the cost to Lender Lenders of funding the their applicable Tranche Rate Loans for such Interest PeriodLoans, or (iii) the making or funding of Tranche Rate Loans has become impracticable; then, in any such case, Lender Administrative Agent shall promptly provide notice of such determination to Borrower Borrowers and affected Lenders (which shall be conclusive and binding on the Borrower all parties hereto absent manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and shall be deemed a request for a Reference Base Rate Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, automatically become a Reference Base Rate Loan, and (C) the obligations of Lender Lenders to make Tranche Rate Loans shall be suspended until Lender determines Administrative Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Lender Administrative Agent shall so notify BorrowerBorrowers and applicable Lenders. If a Successor Rate has been determined in accordance with Section 4.04(c2.16(b) and Lender determines Administrative Agent reasonably determines, or Required Lenders provide notice, that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to a Tranche Rate therein were a reference to the Successor Rate. At any time (including in connection with the implementation of a Successor Rate), the Lender Administrative Agent may remove any tenor of a Tranche Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the LenderAdministrative Agent’s sole discretion, for Tranche Rate settings; provided however that the Lender Administrative Agent may reinstate such previously removed tenor for Tranche Rate settings, if the Lender Administrative Agent reasonably determines in its sole discretion that such tenor has become available and representative again.

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the eventevent (subject to Section 2.16(b) below), prior to commencement of any Interest Period Change Date relating to a Tranche Rate Loan, Lender Administrative Agent shall reasonably determine or be notified by Required Lenders that no Successor Rate has been determined in accordance with Section 4.04(c2.16(b) and either: (i) the Tranche Rate is unavailable, unrepresentative, or unreliable, (ii) the Tranche Rate as reasonably determined by Lender Administrative Agent will not adequately and fairly reflect the cost to Lender Lenders of funding the their applicable Tranche Rate Loans for such Interest PeriodLoans, or (iii) the making or funding of Tranche Rate Loans has become impracticable; then, in any such case, Lender Administrative Agent shall promptly provide notice of such determination to Borrower Borrowers and affected Lenders (which shall be 50 conclusive and binding on the Borrower all parties hereto absent manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and shall be deemed a request for a Reference Base Rate Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, automatically become a Reference Base Rate Loan, and (C) the obligations of Lender Lenders to make Tranche Rate Loans shall be suspended until Lender determines Administrative Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Lender Administrative Agent shall so notify BorrowerBorrowers and applicable Lenders. If a Successor Rate has been determined in accordance with Section 4.04(c2.16(b) and Lender determines Administrative Agent reasonably determines, or Required Lenders provide notice, that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to a Tranche Rate therein were a reference to the Successor Rate. At any time (including in connection with the implementation of a Successor Rate), the Lender Administrative Agent may remove any tenor of a Tranche Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the LenderAdministrative Agent’s sole discretion, for Tranche Rate settings; provided however that the Lender Administrative Agent may reinstate such previously removed tenor for Tranche Rate settings, if the Lender Administrative Agent reasonably determines in its sole discretion that such tenor has become available and representative again.

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the eventevent that, prior to commencement of any Interest Period relating to a Tranche Rate Loan, Lender the Administrative Agent shall determine or be notified by Required Lenders that no Successor Rate has been determined in accordance with Section 4.04(c9.3(b) and either: (i) the Tranche Rate is unavailable, unrepresentative, or unreliable, (ii) the Tranche Rate as determined by Lender the Administrative Agent will not adequately and fairly reflect the cost to Lender such Lenders of funding the their Tranche Rate Loans for such Interest Period, or (iii) the making or funding of Tranche Rate Loans has become impracticable; then, in any such case, Lender the Administrative Agent shall promptly provide written notice of such determination to the Borrower and the Lenders (which shall be conclusive and binding on the Borrower all parties hereto absent manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and shall be deemed a request for a Reference Base Rate Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then then-current Interest Period relating thereto, become a Reference Base Rate Loan, and (C) the obligations of Lender the Lenders to make Tranche Rate Loans shall be suspended (to the extent of the affected Tranche Rate Loans) until Lender determines the Administrative Agent or the Required Lenders, as applicable, determine that the circumstances giving rise to such suspension no longer exist, in which event Lender the Administrative Agent shall so notify Borrowerthe Borrower and the Lenders. If a Successor Rate has been determined in accordance with Section 4.04(c9.3(b) and Lender determines the Administrative Agent determines, or the Required Lenders provide written notice, that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to Tranche Rate therein were a reference to the Successor Rate. At any time (including in connection with the implementation of a Successor Rate), the Lender may remove any tenor of a Tranche Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the Lender’s sole discretion, for Tranche Rate settings; provided however that the Lender may reinstate such previously removed tenor for Tranche Rate settings, if the Lender determines in its sole discretion that such tenor has become available and representative again.107

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the event, prior to commencement of any Interest Period relating to a Tranche Rate Loan, Lender shall determine that no Successor Rate has been determined in accordance with Section 4.04(c) and either: (i) the Tranche Rate is unavailable, unrepresentative, or unreliable, (ii) the Tranche Rate as determined by Lender will not adequately and fairly reflect the cost to Lender of funding the Tranche Rate Loans for such Interest Period, or (iii) the making or funding of Tranche Rate Loans has become impracticable; then, in any such case, Lender shall promptly provide notice of such determination to Borrower Borrowers (which shall be conclusive and binding on the Borrower Borrowers absent 39 manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and shall be deemed a request for a Reference Rate Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Reference Rate Loan, and (C) the obligations of Lender to make Tranche Rate Loans shall be suspended until Lender determines that the circumstances giving rise to such suspension no longer exist, in which event Lender shall so notify BorrowerBorrowers. If a Successor Rate has been determined in accordance with Section 4.04(c) and Lender determines that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to Tranche Rate therein were a reference to the Successor Rate. At any time (including in connection with the implementation of a Successor Rate), the Lender may remove any tenor of a Tranche Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the Lender’s sole discretion, for Tranche Rate settings; provided however that the Lender may reinstate such previously removed tenor for Tranche Rate settings, if the Lender determines in its sole discretion that such tenor has become available and representative again.

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the eventevent (subject to Section 2.16(b) below), prior to commencement of any Interest Period Change Date relating to a Tranche Rate Loan, Lender Administrative Agent shall reasonably determine or be notified by Required Lenders that no Successor Rate has been determined in accordance with Section 4.04(c2.16(b) and either: (i) the Tranche Rate is unavailable, unrepresentative, or unreliable, (ii) the Tranche Rate as reasonably determined by Lender Administrative Agent will not adequately and fairly reflect the cost to Lender Lenders of funding the their applicable Tranche Rate Loans for such Interest PeriodLoans, or (iii) the making or funding of Tranche Rate Loans has become impracticable; then, in any such case, Lender Administrative Agent shall promptly provide notice of such determination to Borrower Borrowers and affected Lenders (which shall be conclusive and binding on the Borrower all parties hereto absent manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and shall be deemed a request for a Reference Base Rate Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, automatically become a Reference Base Rate Loan, and (C) the obligations of Lender Lenders to make Tranche Rate Loans shall be suspended until Lender determines Administrative Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Lender Administrative Agent shall so notify BorrowerBorrowers and applicable Lenders. If a Successor Rate has been determined in accordance with Section 4.04(c2.16(b) and Lender determines Administrative Agent reasonably determines, or Required Lenders provide notice, that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to a Tranche Rate therein were a reference to the Successor Rate. At any time (including in connection with the implementation of a Successor Rate), the Lender Administrative Agent may remove any tenor of a Tranche Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the LenderAdministrative Agent’s sole discretion, for Tranche Rate settings; provided however that the Lender Administrative Agent may reinstate such previously removed tenor for Tranche Rate settings, if the Lender Administrative Agent reasonably determines in its sole discretion that such tenor has become available and representative again.

Temporary Replacement of the Tranche Rate and Tenor Replacement. In the event, prior to commencement of any Interest Period relating to a Tranche Rate Loan, Lender the Administrative Agent shall determine or be notified by Required Lenders that no Successor Rate has been determined in accordance with Section 4.04(c) and either: (i) the Tranche Rate cannot be determined because it is unavailable, unrepresentative, unreliable, or unreliableunpublished on a current basis, (ii) the Tranche Rate as determined by Lender the Administrative Agent will not adequately and fairly reflect the cost to Lender Lenders of funding the their Tranche Rate Loans for such Interest Period, or (iii) adequate and reasonable means to not exist for ascertaining the making or funding of Tranche Rate Loans has become impracticableRate; then, in any such case, Lender the Administrative Agent shall promptly provide notice of such determination to Borrower and Lenders (which shall be conclusive and binding on the Borrower all parties hereto absent manifest error), and (A) any request for a Tranche Rate Loan or for a conversion to or continuation of a Tranche Rate Loan shall be automatically withdrawn and shall be deemed a request for a Reference Rate ABR Loan, (B) each Tranche Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Reference Rate an ABR Loan, and (C) the obligations of Lender Lenders to make Tranche Rate Loans shall be suspended until Lender determines the Administrative Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Lender the Administrative Agent shall so notify BorrowerBorrower and Lenders. If a Successor Rate has been determined in accordance with Section 4.04(c) and Lender determines that any of the circumstances described in clauses (i)-(iii) of this paragraph has occurred, then clauses (A)-(C) of this paragraph shall apply as if each reference to Tranche Rate therein were a reference to the Successor Rate. 77 At any time (including in connection with the implementation of a Successor Rate), the Lender Administrative Agent may remove any tenor of a Tranche Rate that is unavailable, non-representative, or not in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, in the LenderAdministrative Agent’s sole discretion, for Tranche Rate settings; provided however that the Lender Administrative Agent may reinstate such previously removed tenor for Tranche Rate settings, if the Lender Administrative Agent determines in its sole discretion that such tenor has become available and representative again.