Benchmark Discontinuation Event definition

Benchmark Discontinuation Event means, with respect to an Original Reference Rate:

Benchmark Discontinuation Event has the meaning set forth in the definition of “Eurocurrency Rate.”

Benchmark Discontinuation Event means the event(s) and/or circumstances (if any) specified as such in the applicable Reference Rate Terms.

Examples of Benchmark Discontinuation Event in a sentence

• Without prejudice to the obligations of the Issuer under this Condition 4(b)(ii)(D), the Original Reference Rate and the fallback provisions provided for in (in the case of Floating Rate Notes) Condition 4(b)(ii)(B) or (in the case of CMS Linked Notes) Condition 4(b)(ii)(C) will continue to apply unless and until both (a) a Benchmark Discontinuation Event in relation to the Original Reference Rate and (b) a related Benchmark Replacement Date have occurred.

• For the avoidance of doubt, if a Benchmark Discontinuation Event occurs, the applicable Discount Rate for any previously purchased Receivables hereunder shall remain the rate used in the calculation of Purchase Price for such Proposed Receivable when originally calculated pursuant to Section 2(d), above.

• Without prejudice to the obligations of the Issuer under this Condition 4(b)(ii)(H), the Original Reference Rate and the fallback provisions provided for in (in the case of Floating Rate Notes) Conditions 4(b)(ii)(B) to 4(b)(ii)(F) or (in the case of CMS Linked Notes) Condition 4(b)(ii)(G) will continue to apply unless and until (a) a Benchmark Discontinuation Event and/or a Benchmark Transition Event in relation to the Original Reference Rate and (b) a related Benchmark Replacement Date have occurred.

• Without prejudice to the obligations of the Issuer under this Condition 4(b)(ii)(H), the Original Ref erence Rate and the fallback provisions provided for in (in the case of Floating Rate Notes) Conditions 4(b)(ii)(B) to 4(b)(ii)(F) or (in the case of CMS Linked Notes) Condition 4(b)(ii)(G) w ill continue to apply unless and until (a) a Benchmark Discontinuation Event and/or a Benchmark Transition Event in relation to the Original Ref erence Rate and (b) a related Benchmark Replacement Date have occurred.

• Without prejudice to the obligations of the Issuer and the Guarantor under this Condition 4(b)(ii)(D), the Original Reference Rate and the fallback provisions provided for in (in the case of Floating Rate Notes) Condition 4(b)(ii)(B) or (in the case of CMS Linked Notes) Condition 4(b)(ii)(C) will continue to apply unless and until both (a) a Benchmark Discontinuation Event in relation to the Original Reference Rate and (b) a related Benchmark Replacement Date have occurred.

More Definitions of Benchmark Discontinuation Event

Benchmark Discontinuation Event. The meaning set forth in Section 17 hereof. “Buffer Period”: means five (5) days. “Business Day”: means any day that is not a Saturday, Sunday or other day on which banks in New York City are required or permitted to close. “Capital Stock”: means, with respect to any Person, any and all common shares, preferred shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, partnership interests, limited liability company interests, membership interests or other equivalent interests and any rights (other than debt securities convertible into or exchangeable for capital stock), warrants or options exchangeable for or convertible into such capital stock or other equity interests. “Change of Control”: means, if at any time, (i) Constellium SE ceases to own, directly or indirectly, 100% of the Capital Stock of Parent, (ii) Parent ceases to own directly or indirectly, 100% of the Capital Stock of the Originator or (iii) Seller ceases to own, directly or indirectly, free and clear of any Adverse Claim, except with respect to the ABL Credit Agreement, or any other similar incurrence of debt, 100% of the Capital Stock of the Purchaser. “Code”: means the Internal Revenue Code of 1986 and shall include all amendments, modifications and supplements thereto from time to time. “Collections”: means all collections and other proceeds received and payment of any amounts owed in respect of the Purchased Receivables, including, without limitation, all cash collections, wire transfers or electronic funds transfers. “Collection Account”: means the account maintained in the name of Constellium Muscle Shoals Funding III, LLC at Xxxxx Fargo Bank, National Association, with Account No. 4943965525 and ABA No. 000000000. “Compliance Action”: means any action taken by Purchaser (or any action that Purchaser instructs other members of the Purchaser, its Affiliates or subsidiaries to take) to the extent it is legally permitted to do so under the laws of its jurisdiction, which it, in its sole discretion, considers appropriate to act in accordance with Sanctions Laws or domestic and foreign laws and regulations, including without limitation, the interception and investigation of any payment, communication or instruction; the making of further enquiries as to whether a person or entity is subject to any

Benchmark Discontinuation Event means, with respect to an Original Ref erence Rate:

Benchmark Discontinuation Event. The meaning set forth in Section 17 hereof. “Buffer Period”: Five (5) days. “Business Day”: Any day that is not a Saturday, Sunday or other day on which banks in New York City are required or permitted to close. “Capital Stock”: With respect to any Person, any and all common shares, preferred shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, partnership interests, limited liability company interests, membership interests or other equivalent interests and any rights (other than debt securities convertible into or exchangeable for capital stock), warrants or options exchangeable for or convertible into such capital stock or other equity interests. “Change of Control”: If at any time, (i) Constellium SE ceases to own, directly or indirectly, 100% of the Capital Stock of Parent, (ii) Parent ceases to own directly or indirectly, 100% of the Capital Stock of the Originator or (iii) Originator ceases to own, directly or indirectly, free and clear of any Adverse Claim, except with respect to the ABL Credit Agreement or any other similar incurrence of debt, 100% of the Capital Stock of the Seller. “Closing Date”: September 30, 2021 or such other date as all conditions in Section 2(c) have been satisfied. “Code”: The Internal Revenue Code of 1986 and shall include all amendments, modifications and supplements thereto from time to time. “Collections”: All collections and other proceeds received and payment of any amounts owed in respect of the Purchased Receivables, including, without limitation, all cash collections, wire transfers or electronic funds transfers. “Collection Account”: The account maintained in the name of Constellium Muscle Shoals Funding III, LLC at Xxxxx Fargo Bank, National Association, with Account No. 4943965525 and ABA No. 000000000. “Collection Account Agreement”: The Deposit Account Control Agreement, dated as of September 30, 2021, by and among the Servicer, the Seller, as pledgor, the Purchaser Representative, as secured party for the benefit of the Purchasers), and Xxxxx Fargo Bank, National Association, as the account bank, as amended, amended and restated, supplemented or otherwise modified from time to time. “Commitment”: With respect to any Purchaser, the commitment amount of such Purchaser set forth beneath its signature to this Agreement, as such commitment may be reduced from time to time by the Seller in accordance with the terms of Section 2(f) hereof. “Commitmen...

Benchmark Discontinuation Event means a Benchmark Delayed Discontinuance Event or a Benchmark Immediate Discontinuance Event.

Benchmark Discontinuation Event has the meaning set forth in the definition of “RFR.”

Benchmark Discontinuation Event has the meaning set forth in the definition of “Eurodollar RateRFR.” “Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation. “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. “Bookrunners” means, collectively, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Xxxxxxx Xxxxx Bank USA, Xxxxxx Xxxxxxx Senior Funding, Inc., Deutsche Bank Securities Inc., Macquarie Capital (USA) Inc., Xxxxx Fargo Bank, National Association and the Second Restatement Bookrunner, in their respective capacities as joint bookrunners. “Borrower” or “Borrowers” means individually or collectively, the U.S. Borrower and the Canadian Borrower, as the context may require. “Borrower Materials” has the meaning specified in Section 6.02. “Borrowing” means (i) a borrowing consisting of Revolving Credit Loans under the same Facility of the same Type and currency and, in the case of Eurodollar RateTerm SOFR Loans, RFR Loans or CDOR Rate Loans, having the same Interest Period, made by each of the Lenders pursuant to Section 2.01 or (ii) a Swing Line Loan. - 10- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6

Benchmark Discontinuation Event has the meaning set forth in the definition of “Eurocurrency RateRFR.” “Blackstone Funds” means, individually or collectively, any investment fund, co-investment vehicles and/or other similar vehicles or accounts, in each case managed by an Affiliate of Blackstone Inc., or any of their respective successors. “Borrower” has the meaning set forth in the introductory paragraph to this Agreement. Subject to Section 10.25(a) and after the Amendment No. 6 Effective Date, solely with respect to the - 8-