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<br />8 <br /> <br />For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred <br />in the case of clause (a), (b) or (c) with respect to any Benchmark upon the occurrence of the <br />applicable event or events set forth therein with respect to all then-current Available Tenors <br />hereunder of such Benchmark (or the published component used in the calculation 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 />(a) a public statement or publication of information by or on behalf of the <br />administrator of such Benchmark (or the published component used in the calculation <br />thereof) or a Governmental Authority having jurisdiction over such administrator with <br />respect to its publication of such Benchmark (or such component), or a Governmental <br />Authority having jurisdiction over BSBY Rate Calculation Agent , in each case, acting in <br />such capacity, identifying a specific date after which all Available Tenors of su ch <br />Benchmark (or such component thereof) (i) shall or will no longer be made available or <br />permitted to be used for determining the interest rate of Dollar-denominated loans, or (ii) <br />shall or will otherwise cease, provided that, at the time of such statement or publication, <br />there is no successor administrator that will continue to provide any Available Tenor of <br />such Benchmark (or such component thereof); <br />(b) a public statement or publication of information by or on behalf of the <br />administrator of such Benchmark (or the published component used in the calculation <br />thereof), or the regulatory supervisor for the administrator of such Benchmark (or such <br />component thereof) announcing that all Available Tenors of such Benchmark (or such <br />component thereof) are not, or as of a specified future date will not be, representative, or a <br />public statement or publication of information by or on behalf of any Governmental <br />Authority exercising regulatory supervisory authority over the BSBY Rate Calculation <br />Agent identifying a specific date after which all Available Tenors of the Benchmark are <br />not or will no longer be compliant with the International Organization of Securities <br />Commissions (IOSCO) Principles for Financial Benchmarks; or <br />(c) if the then-current Benchmark is BSBY, one or more public statements <br />or publications of information by the administrator of the Benchmark (including a <br />“Technical Note” published on the BSBY Website) announcing or indicating, in effect, <br />that a BSBY Final Step Event has occurred for all Available Tenors of the Benchmark. <br />“Benchmark Unavailability Period” means, so long as a Benchmark Transition Event has <br />occurred, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has <br />occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark <br />for all purposes hereunder and under any Loan Document in accordance with Section 2.16(a) of <br />this Indenture titled “Benchmark Replacement Setting” and (b) ending at the time that a <br />Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and <br />under any Loan Document in accordance with Section 2.16(a) of this Indenture titled “Benchmark <br />Replacement Setting.” <br />“Bloomberg” means Bloomberg Index Services Limited (or a successor administrator of <br />BSBY).