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<br />6 <br /> <br />“Benchmark Replacement Date” means a date and time determined by BSBY Rate <br />Calculation Agent, which date shall be no later than the earliest to occur of the following events <br />with respect to the then-current Benchmark: <br />(a) in the case of clause (a) of the definition of “Benchmark Transition Event”, the later <br />of (i) the date of the public statement or publication of information referenced therein and (ii) the <br />date on which all Available Tenors of such Benchmark (or the published component used in the <br />calculation thereof) are no longer available or permitted to be used for determining the interest rate <br />of Dollar-denominated loans, or shall cease; <br />(b) in the case of clause (b) of the definition of “Benchmark Transition Event”, the first <br />date on which such Benchmark (or the published component used in the calculation thereof) has <br />been determined and announced by or on behalf of (i) the administrator of such Benchmark (or <br />such component thereof) or (ii) the regulatory supervisor for the administrator of such Benchmark <br />(or such component thereof) to be non-representative or a Governmental Authority exercising <br />regulatory authority over the BSBY Rate Calculation Agent or not to be compliant with the <br />International Organization of Securities Commissions (IOSCO) Principles for Financial <br />Benchmarks; provided, that such non-representativeness or non-compliance, as the case may be, <br />will be determined by reference to the most recent statement or publication referenced in such <br />clause (b) and even if any Available Tenor of such Benchmark (or such component thereof) <br />continues to be provided on such date; or <br />(c) in the case of clause (c) of the definition of “Benchmark Transition Event”, a date <br />and time determined by BSBY Rate Calculation Agent as administratively feasible in its <br />reasonable discretion and no later than ninety (90) days following the date of the public statement <br />or publication of information referenced therein. <br />For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have <br />occurred in the case of clause (a), (b) or (c) with respect to any Benchmark upon the occurrence <br />of the applicable event or events set forth therein with respect to all then-current Available <br />Tenors hereunder of such Benchmark (or the published component used in the calculation <br />thereof). <br />“Benchmark Transition Event” means the occurrence of one or more of the following <br />events with respect to the then-current Benchmark: <br /> <br />(a) a public statement or publication of information by or on behalf of the administrator <br />of such Benchmark (or the published component used in the calculation thereof) or a <br />Governmental Authority having jurisdiction over such administrator with respect to its publication <br />of such Benchmark (or such component), or a Governmental Authority having jurisdiction over <br />BSBY Rate Calculation Agent, in each case, acting in such capacity, identifying a specific date <br />after which all Available Tenors of such Benchmark (or such component thereof) (i) shall or will <br />no longer be made available or permitted to be used for determining the interest rate of Dollar - <br />denominated loans, or (ii) shall or will otherwise cease, provided that, at the time of such statement <br />or publication, there is no successor administrator that will continue to provide any Available <br />Tenor of such Benchmark (or such component thereof);