“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term SOFR Loan, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate”, the definition of “Business Day”, the definition of “Interest Period”, the definition of “US Government Securities Business Day”, timing and frequency of determining rates and making payments of
“Benchmark Replacement Conforming Changes” means,shall mean, with respect to any Benchmark Replacement and/or any Term SOFR Loan, any technical, administrative or operational changes (including changes to the definition of the term “Alternate Base Rate”,Rate,” the definition of the term “Business Day”,Day,” the definition of the term “Interest Period”,Period,” the definition of “USthe term “U.S. Government Securities Business Day”,Day,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Revolving Loan denominated in Dollars or Adjusted Daily Term SOFR Rate Loan, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate”,“Base Rate,” the definition of “Business Day”, the definition of “Interest Period”“U.S. Government Securities Business Day”, the definition of “US Government Securities“RFR Business Day”, the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Benchmark Replacement Conforming Changes” means,means with respect to either the use or administration of Term SOFR (including Adjusted Term SOFR) or the use, administration, adoption or implementation of any Benchmark Replacement and/or any Term SOFR Loan,Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate”,“Base Rate,” the definition of “Business Day”,Day,” the definition of “Interest Period”,Period,” the definition of “US“U.S. Government Securities Business Day”, the timing and frequency of determining rates and making payments of interest, the timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term SOFR Loan,Replacement, any technical, administrative or operational changes (includingchanges (including changes to the definition of “Alternate Base Rate”,“Base Rate,” the definition of “Business Day”Day,” or “SOFR Business Day”, the definition of “Interest Period”, or any similar or analogous definition (or the definitionaddition of “US Government Securities Business Day”a concept of “interest period”), timing and frequency of determining rates and makingmaking payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of any “breakage” provisions and other technical, administrative or operational matters) that Lender decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by Lender in a manner substantially consistent with market practice (or, if Lender decides that adoption of any portion of such market practice is not administratively feasible or if Lender determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as Lender decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Benchmark Replacement Conforming Changes” means, with respect to either the use or administration of the Benchmark, or the use, administration, adoption or implementation of any Benchmark Replacement and/or any Term SOFR Loan,Replacement, any technical, administrative or operational changes (including(including, for example and not by way of limitation or prescription, changes to the definition of “Alternate Base Rate”, or any similar or analogous definition, the definition of “Business Day”, or any similar or analogous definition, the definition of “Interest Period”,“ SOFR Interest Payment Date” or any similar or analogous definition, the addition or deletion of a concept of “interest period” or any similar or analogous definition, or the modification of the definition of “US Government“interest period” or any similar or analogous definition, the definition of “Government Securities Business Day”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions of the kind referred to in [Section 3.02(e)] of this Exhibit A, and other technical, administrative or operational matters) that [[Organization B:Organization]] decides may be appropriate in connection with the use or administration of the Benchmark or to reflect the adoption and implementation of any Benchmark Replacement or to permit the use and administration thereof by [[Organization B:Organization]] in a manner substantially consistent with market practice (or, if [[Organization B:Organization]] decides that adoption of any portion of such market practice is not administratively feasible or if [[Organization B:Organization]] determines that no market practice for the administration of any such rate exists, in such other manner of administration as [[Organization B:Organization]] decides is reasonably necessary in connection with the administration of the Amended Agreement and the other Amended Documents).
“Benchmark Replacement Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement and/or any Term SOFR Loan,Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate”, the definition of “Business Day”Day,” “Reference Time”, the definition of “Interest Period”, the definition of “US“Payment Date”, and “U.S. Government Securities Business Day”, the timing and frequency of determining rates and making payments of interest, preceding and succeeding business day conventions, the rounding of amounts, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters) that decides from time to time may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by in a manner substantially consistent with market practice (or, if decides that adoption of any portion of such market practice is not administratively feasible or if determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term SOFRBenchmark Revolving Loan, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate”,Rate,” the definition of “Business Day”,Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period”, the definition of “US Government Securities Business Day”,Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Benchmark Replacement Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement and/or any Term SOFR Loan,Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate”,Rate,” the definition of “Business Day”,Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period”, or any similar or analogous definition (or the definitionaddition of “US Government Securities Business Day”a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of [Section 3.3] and other technical, administrative or operational matters, but excluding any spread adjustments) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term SOFR Loan,Benchmark Revolving Loan denominated in Dollars or Canadian Dollars, as applicable, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Canadian Prime Rate”, the definition of “Business Day”,Day,” the definition of “U.S. Government Securities Business Day,” the definition of “RFR Business Day,” the definition of “Interest Period”, the definition of “US Government Securities Business Day”,Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that [[Administrative Agent:Organization]] reasonably decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by [[Administrative Agent:Organization]] in a manner substantially consistent with market practice (or, if [[Administrative Agent:Organization]] decides that adoption of any portion of such market practice is not administratively feasible or if [[Administrative Agent:Organization]] determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as [[Administrative Agent:Organization]] decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
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