Common use of LIBOR Amendment Clause in Contracts

LIBOR Amendment. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrowers) that the Borrowers or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary: or (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (if any) such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Amendment. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrowers) that the Borrowers or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary: or; (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), ; or (c) new syndicated loans currently being executed, or that include language similar have started to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBORrate, then, reasonably in the case of clauses (a) and (b), promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicabledetermination, the Administrative Agent shall notify the Borrower and the Borrowers may amend Lenders (a “LIBOR Successor Notice”), or in the case of clause (c), the Administrative Agent may, but shall not be obligated to, provide a LIBOR Successor Notice to the Borrower and the Lenders, and in each of the cases described in the foregoing clauses (a)-(c), this Agreement may be amended to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration ) jointly selected by the Administrative Agent and the Borrower with the consent of the Required Lenders (which shall be deemed to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (be granted if any) the Administrative Agent posts a copy of such proposed rateamendment to Lenders and does not receive, a within five Business Days thereafter, written notice from Lenders comprising the Required Lenders stating that such Required Lenders object to such amendment). Any rate adopted as provided above is referred to as the “LIBOR Successor Rate”). Any such amendment pursuant to this Section 3.08 shall include such conforming changes to the definition of Base Rate, together with any proposed Eurodollar Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate to reflect the adoption of the LIBOR Successor Rate Conforming Changes and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice, provided that to the extent that the Administrative Agent determines that adoption of any portion of such amendment shall become effective at 5:00 p.m. (New York time) on market practice is not administratively feasible or that no market practice for the fifth Business Day after administration of such LIBOR Successor Rate exists, the Administrative Agent shall have posted administer such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to LIBOR Successor Rate in a manner determined by the Administrative Agent written notice that such Required Lenders do not accept such amendmentin consultation with the Borrower. If a LIBOR Successor Notice has been given and no LIBOR Successor Rate has been determined and determined, the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers and each Lender. ThereafterBase Rate shall apply, without giving effect to clause (xiii) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent definition of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Amendment. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to BorrowersBorrower Representative) that the Borrowers or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR the LIBO Rate for any requested applicable Interest Period, including, without limitation, because the LIBO Rate quote on the applicable screen page (or other source) used by the Agent to determine the LIBO Rate (“LIBOR Screen Rate Rate”) is not available or published on a current basis basis, and such circumstances are unlikely to be temporary: ; or (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date (“Scheduled Unavailability Date”) after which LIBOR the LIBO Rate or the LIBOR Screen Rate shall will no longer be made available, available or used for determining the interest rate of loans (loans, provided that, at the time of such specific datestatement, there is no successor administrator satisfactory to the “Agent that will continue to provide the LIBO Rate after the Scheduled Unavailability Date”), ; or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, the LIBO Rate; then, reasonably promptly after such determination by the Administrative Agent or receipt of notice by the Administrative Agent of such noticeAgent, as applicable, the Administrative Agent and the Borrowers Borrower Representative may amend this Agreement to replace LIBOR the LIBO Rate with an (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar US Dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar US Dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service selected by the Agent from time to time in its discretion and may be periodically updated (if any) “Adjustment” and any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such the amendment shall become be effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed posts the amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered notify the Agent that they (A) in the case of an amendment to replace the LIBO Rate with a rate described in clause (x), object to the Administrative Agent written notice Adjustment; or (B) in the case of an amendment to replace the LIBO Rate with a rate described in clause (y), object to such amendment; provided, that such in the case of clause (A), Required Lenders do shall not accept be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent such market practice is not administratively feasible for the Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Agent. If no LIBOR Successor Rate has been determined and the circumstances under clause (ia) above exist or the Scheduled Unavailability Date has occurred (as applicable)occurred, the Administrative Agent will promptly so notify the Borrowers and each LenderLenders. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (yii) the Eurodollar LIBO Rate component shall no longer be utilized used in determining the Alternate Base Rate or Canadian Base Rate. Upon receipt of such notice, the Borrowers Borrower Representative may revoke any pending request for a Borrowing offunding, conversion to or continuation of a Eurodollar Rate Loans Loan (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified thereinrequested an ABR Loan. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate rate be less than zero 1% for purposes of this Agreement. In connection with the implementation of a LIBOR Successor Rate, the Agent shall have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

LIBOR Amendment. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrowers) that the Borrowers or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary: ; or (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (if any) any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Amendment. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers Borrower Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to BorrowersBorrower Agent) that the Borrowers or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitationapplicable interest period, because the LIBOR quote on the applicable screen page (or other source) used by Agent to determine LIBOR (“LIBOR Screen Rate Rate”) is not available or published on a current basis and such circumstances are unlikely to be temporary: ; or (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date (“Scheduled Unavailability Date”) after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), loans; or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, ; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers Borrower Agent may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar Dollar denominated syndicated credit facilities for such alternative benchmarks (if any) such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such the amendment shall become be effective at 5:00 p.m. (New York time) on the fifth Business Day after Agent posts the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative notify 1033235.02-CHISR01A - MSW Agent written notice that such Required Lenders they do not accept such the amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (ia) above exist or the Scheduled Unavailability Date has occurred (as applicable)occurred, the Administrative Agent will promptly so notify the Borrowers and each LenderLenders. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate LIBOR Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods), and (yii) the Eurodollar Rate LIBOR component shall no longer be utilized used in determining the Base Rate. Upon receipt of such notice, the Borrowers Borrower Agent may revoke any pending request for a Borrowing offunding, conversion to or continuation of Eurodollar Rate Loans a LIBOR Loan (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into requested a request for a Borrowing of Base Rate Loans Loan.”. (subject D) Section 9.1.1 of the Loan Agreement is hereby amended by adding the following sentence at the end of such Section: “As of the Fifth Amendment Effective Date, all information included in any Beneficial Ownership Certification is true and complete in all respects.”. (E) Section 10.1.2 of the Loan Agreement is hereby amended to (i) delete “and” from the foregoing end of clause (y)j) in thereof, (ii) delete the amount specified therein. Notwithstanding anything else hereinperiod at the end of clause (k) thereof and replace it with “; and”, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.and add the following clause (l) at the end thereof:

LIBOR Amendment. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers Borrower Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to BorrowersBorrower Agent) that the Borrowers or Required Lenders (as applicable) have determined, that: : (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitationapplicable interest period, because the LIBOR quote on the applicable screen page (or other source) used by Agent to determine LIBOR (“LIBOR Screen Rate Rate”) is not available or published on a current basis and such circumstances are unlikely to be temporary: or ; or (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date (“Scheduled Unavailability Date”) after which LIBOR or the LIBOR Screen Rate shall will no longer be made available, available or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or loans; or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, ; then, reasonably promptly after such determination by the Administrative Agent or receipt of notice by the Administrative Agent of such noticeAgent, as applicable, the Administrative Agent and the Borrowers Borrower Agent may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks ) (if any) such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such the amendment shall become be effective at 5:00 p.m. (New York time) on the fifth Business Day after Agent posts the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative notify Agent written notice that such Required Lenders they do not accept such the amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (ia) above exist or the Scheduled Unavailability Date has occurred (as applicable)occurred, the Administrative Agent will promptly so notify the Borrowers and each LenderLenders. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate LIBOR Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periodsinterest periods), and (yii) the Eurodollar Rate LIBOR component shall no longer be utilized used in determining the Base Rate. Upon receipt of such notice, the Borrowers Borrower Agent may revoke any pending request for a Borrowing offunding, conversion to or continuation of Eurodollar Rate Loans a LIBOR Loan (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periodsinterest periods) or, failing that, will be deemed to have converted such request into requested a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified thereinLoan. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.-26-

LIBOR Amendment. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error)after consultation with the Borrower Agents, or any Borrower Agent or the Borrowers or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrowersthe Borrower Agents) that the Borrowers or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR quote on the applicable screen page (or other source) used by the Agent to determine LIBOR (“LIBOR Screen Rate Rate”) is not available or published on a current basis and such circumstances are unlikely to be temporary: or; (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date (“Scheduled Unavailability Date”) after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), loans; or (c) a rate other than LIBOR has become a widely recognized benchmark interest rate for syndicated loans denominated in Euros, Sterling or Dollar currencies currently being executed, or that include language similar to that contained in this Section, are being executed or amended Section 1.6 (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, ); then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers Borrower Agents may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks ) (if any) such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such the amendment shall become be effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed posts the amendment to all Lenders and the Borrowers Borrower Agents unless, prior to such time, Lenders comprising the Required Lenders have delivered notify the Agent in writing that they do not accept the amendment. Upon any such rejection, the Borrower Agents and the Agent agree to negotiate in good faith to arrive at an amendment to this Agreement to reflect a LIBOR Successor Rate (which, for the Administrative avoidance of doubt, such amendment shall be effective at 5:00 p.m. on the fifth Business Day after the Agent written notice that posts the amendment to all Lenders and the Borrower Agents unless, prior to such time, the Required Lenders notify the Agent in writing that they do not accept such amendment). If no LIBOR Successor Rate has been determined using the above procedures and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable)occurred, the Administrative Agent will promptly so notify the Borrowers Borrower Agents and each LenderLenders. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate LIBOR Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods), and (yii) the Eurodollar Rate LIBOR component shall no longer be utilized used in determining Base Rate until a LIBOR Successor Rate is determined in accordance with the Base Rateabove procedures. Upon receipt of such notice, the Borrowers applicable Borrower Agent may revoke any pending request for a Borrowing offunding, conversion to or continuation of Eurodollar Rate Loans a LIBOR Loan (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into requested a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this AgreementLoan.

LIBOR Amendment. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers Borrower Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to BorrowersBorrower Agent) that the Borrowers or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitationapplicable interest period, because the LIBOR quote on the applicable screen page (or other source) used by Agent to determine LIBOR (“LIBOR Screen Rate Rate”) is not available or published on a current basis and such circumstances are unlikely to be temporary: ; or (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date (“Scheduled Unavailability Date”) after which LIBOR or the LIBOR Screen Rate shall will no longer be made available, available or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), loans; or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, ; then, reasonably promptly after such determination by the Administrative Agent or receipt of notice by the Administrative Agent of such noticeAgent, as applicable, the Administrative Agent and the Borrowers Borrower Agent may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks ) (if any) such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such the amendment shall become be effective at 5:00 p.m. (New York time) on the fifth Business Day after Agent posts the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative notify Agent written notice that such Required Lenders they do not accept such the amendment. Such amendment shall provide that the LIBOR Successor Rate cannot be less than zero for the purposes of this Agreement. If no LIBOR Successor Rate has been determined and the circumstances under clause (ia) above exist or the Scheduled Unavailability Date has occurred (as applicable)occurred, the Administrative Agent will promptly so notify the Borrowers and each LenderLenders. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate LIBOR Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods), and (yii) the Eurodollar Rate LIBOR component shall no longer be utilized used in determining the Base Rate. Upon receipt of such notice, the Borrowers Borrower Agent may revoke any pending request for a Borrowing offunding, conversion to or continuation of Eurodollar Rate Loans a LIBOR Loan (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into requested a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this AgreementLoan.

LIBOR Amendment. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrowersthe Borrower) that the Borrowers Borrower or the Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested applicable Interest Period, including, without limitation, because the LIBOR quote on the applicable screen page (or other source) used by the Administrative Agent to determine LIBOR (“LIBOR Screen Rate Rate”) is not available or published on a current basis and such circumstances are unlikely to be temporary: ; or (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date (“Scheduled Unavailability Date”) after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), loans; or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, ; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar Dollar denominated syndicated credit facilities for such alternative benchmarks (if any) such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such the amendment shall become be effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed posts the amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to notify the Administrative Agent written notice that such Required Lenders they do not accept such the amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (ia) above exist or the Scheduled Unavailability Date has occurred (as applicable)occurred, the Administrative Agent will promptly so notify the Borrowers Borrower and each Lenderthe Lenders. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate LIBOR Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods), and (yii) the Eurodollar Rate LIBOR component shall no longer be utilized used in determining the Base Rate. Upon receipt of such notice, the Borrowers Borrower may revoke any pending request for a Borrowing offunding, conversion to or continuation of Eurodollar Rate Loans a LIBOR Loan (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into requested a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this AgreementLoan.

LIBOR Amendment. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers Loan Party Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to BorrowersLoan Party Agent) that the Borrowers Loan Party Agent or Required Lenders (as applicable) have determined, that: (a) 1.6.1 adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitationapplicable interest period, because the LIBOR quote on the applicable screen page (or other source) used by Agent to determine LIBOR (“LIBOR Screen Rate Rate”) is not available or published on a current basis and such circumstances are unlikely to be temporary: ; or (b) 1.6.2 the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”), ; or (c) 1.6.3 syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, ; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers Borrower may amend this Agreement to replace LIBOR with an an(x) one or more SOFR-Based Rates or (y) another alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein)rate, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Agent from time to time in its reasonable discretion and may be periodically updated (if any) the “Adjustment” and any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Agent. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) 1.6.1 above exist or the Scheduled Unavailability Date has occurred (as applicable)occurred, the Administrative Agent will promptly so notify Loan Party Agent and the Borrowers and each LenderLenders. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate LIBOR Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods), and (yii) the Eurodollar Rate LIBOR component shall no longer be utilized used in determining the Base Rate or Canadian Base Rate. Upon receipt of such notice, the Borrowers U.S. Borrower may revoke any pending request for a Borrowing offunding, conversion to or continuation of Eurodollar Rate Loans a LIBOR Loan (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into requested a request for a Borrowing of Base Rate Loans (subject Loan. In connection with the implementation of a LIBOR Successor Rate, the Agent will have the right to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of make LIBOR Successor Rate shall provide that Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in no event shall any other Loan Document, any amendments implementing such LIBOR Successor Rate be less than zero for purposes Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

LIBOR Amendment. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers Borrower Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to BorrowersBorrower Agent) that the Borrowers or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitationapplicable interest period, because the LIBOR quote on the applicable screen page (or other source) used by Agent to determine LIBOR (“LIBOR Screen Rate Rate”) is not available or published on a current basis and such circumstances are unlikely to be temporary: ; or (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date (“Scheduled Unavailability Date”) after which LIBOR or the LIBOR Screen Rate shall will no longer be made available, available or used for determining the interest rate of loans (loans, provided that, at the time of such specific datestatement, there is no successor administrator satisfactory to Agent that will continue to provide LIBOR after the “Scheduled Unavailability Date”), ; or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, ; then, reasonably promptly after such determination by the Administrative Agent or receipt of notice by the Administrative Agent of such noticeAgent, as applicable, the Administrative Agent and the Borrowers Borrower Agent may amend this Agreement to replace LIBOR with an (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate (giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to the such benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service selected by Agent from time to time in its discretion and may be periodically updated (if any) “Adjustment” and any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such the amendment shall become be effective at 5:00 p.m. (New York time) on the fifth Business Day after Agent posts the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered notify Agent that they (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Administrative Agent written notice Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided, that such in the case of clause (A), Required Lenders do shall not accept be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided, that to the extent such market practice is not administratively feasible for the Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. If no LIBOR Successor Rate has been determined and the circumstances under clause (ia) above exist or the Scheduled Unavailability Date has occurred (as applicable)occurred, the Administrative Agent will promptly so notify the Borrowers and each LenderLenders. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate LIBOR Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods), and (yii) the Eurodollar Rate LIBOR component shall no longer be utilized used in determining the U.S. Base Rate or the Canadian Base Rate. Upon receipt of such notice, the Borrowers Borrower Agent may revoke any pending request for a Borrowing funding of, conversion to or continuation of Eurodollar Rate Loans a LIBOR Loan (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into submitted a request for a Borrowing of U.S. Base Rate Loans Loan, a Canadian Base Rate Loan, a U.K. Base Rate Loan or a German Base Rate Loan (subject to the foregoing clause (y)) but in the amount specified thereincase of any such pending request in relation to a LIBOR Loan for the U.K. Borrower or a German Borrower, if (a) that LIBOR Loan was denominated in British Pounds, Swiss Francs or Euros, the Borrower Agent shall be deemed to have revoked any such pending request for a Borrowing of, conversion to or continuation of that LIBOR Loan, and the U.K. Borrower or German Borrower, as applicable, shall repay any such outstanding LIBOR Loan which was the subject of a continuation request, and (b) only if that LIBOR Loan was denominated in Dollars shall the Borrower Agent be deemed to have submitted a request for a U.K. Base Rate Loan or German Base Rate Loan, as applicable). Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate rate be less than zero for purposes of this Agreement. In connection with the implementation of a LIBOR Successor Rate, Agent shall have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement.” (i) A new Section 2.6 is hereby added to the Loan Agreement to read as follows:

LIBOR Amendment. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers Borrower Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to BorrowersBorrower Agent) that the Borrowers or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitationapplicable interest period, because the LIBOR quote on the applicable screen page (or other source) used by Agent to determine LIBOR (“LIBOR Screen Rate Rate”) is not available or published on a current basis and such circumstances are unlikely to be temporary: ; or (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date (“Scheduled Unavailability Date”) after which LIBOR or the LIBOR Screen Rate shall will no longer be made available, available or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), orloans; or 133315237_8 (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, ; then, reasonably promptly after such determination by the Administrative Agent or receipt of notice by the Administrative Agent of such noticeAgent, as applicable, the Administrative Agent and the Borrowers Borrower Agent may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks ) (if any) such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such the amendment shall become be effective at 5:00 p.m. (New York time) on the fifth Business Day after Agent posts the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative notify Agent written notice that such Required Lenders they do not accept such the amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (ia) above exist or the Scheduled Unavailability Date has occurred (as applicable)occurred, the Administrative Agent will promptly so notify the Borrowers and each LenderLenders. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate LIBOR Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods), and (yii) the Eurodollar Rate LIBOR component shall no longer be utilized used in determining the Base Rate. Upon receipt of such notice, the Borrowers Borrower Agent may revoke any pending request for a Borrowing offunding, conversion to or continuation of Eurodollar Rate Loans a LIBOR Loan (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into requested a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this AgreementLoan.

LIBOR Amendment. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsDocument, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), Lender or the Borrowers or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrowers) that the Borrowers or Required Lenders (as applicable) have determined, Borrower determines that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, applicable interest period because the LIBOR quote on the applicable screen page (or other source) used to determine LIBOR (“LIBOR Screen Rate Rate”) is not available or published on a current basis and such circumstances are unlikely to be temporary: or; (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent Lender has made a public statement identifying a specific date (“LIBOR Scheduled Unavailability Date”) after which LIBOR or the LIBOR Screen Rate shall will no longer be made available, available or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), loans; or (c) syndicated loans credit facilities then currently being executedexecuted generally, or syndicated credit facilities that include language similar to that contained in this SectionSection are generally being amended to, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, ; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicabledetermination, the Administrative Agent Lender and the Borrowers Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar Dollar denominated syndicated credit facilities for such alternative benchmarks (if any) such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such the amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendmentbe immediately effective. If no LIBOR Successor Rate has been determined and the circumstances under clause (ia) above exist or the LIBOR Scheduled Unavailability Date has occurred (as applicable)occurred, the Administrative Agent Lender will promptly so notify the Borrowers and each LenderBorrower. Thereafter, (xi) the obligation of the Lenders Lender to make or maintain Eurodollar Rate LIBOR Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods); provided that any request for a Loan by the Borrower thereafter shall be deemed to be a request for an ABR Loan, and (yii) the Eurodollar Rate LIBOR component shall no longer be utilized used in determining the Base Loan Interest Rate, and (iii) all outstanding borrowings shall be converted to ABR Loans. Upon receipt of such notice, the Borrowers Borrower may revoke any pending request for funding of a Borrowing of, conversion to or continuation of Eurodollar Rate Loans LIBOR Loan (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods) or); provided that if such request is not revoked within 1 Business Day, failing that, such request will be deemed to have converted such request into be a request for an ABR Loan. 2.3 The first sentence of Section 2.7 of the Credit Agreement is hereby amended and restated as follows: All computations of interest (a) with respect to any LIBOR Loan, shall be made by the Lender on the basis of a Borrowing year of Base Rate Loans 360 days, or (subject b) with respect to any ABR Loan, shall be made by the foregoing clause (y)) in Lender on the amount specified therein. Notwithstanding anything else hereinbasis of a year of 365 days or 366 days, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreementas the case may be.

LIBOR Amendment. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers Loan Parties or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrowersthe Loan Parties) that the Borrowers Loan Parties or the Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining LIBOR for any requested applicable Interest Period, including, without limitation, because the LIBOR quote on the applicable screen page (or other source) used by the Administrative Agent to determine LIBOR (“LIBOR Screen Rate Rate”) is not available or published on a current basis and such circumstances are unlikely to be temporary: ; or (b) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date (“Scheduled Unavailability Date”) after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), loans; or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, ; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrowers Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar Dollar denominated syndicated credit facilities for such alternative benchmarks (if any) such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such the amendment shall become be effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed posts the amendment to all Lenders and the Borrowers Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to notify the Administrative Agent written notice in writing that such Required Lenders they do not accept such the amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (ia) above exist or the Scheduled Unavailability Date has occurred (as applicable)occurred, the Administrative Agent will promptly so notify the Borrowers Borrower and each Lenderthe Lenders. Thereafter, (xi) the obligation of the Lenders to make or maintain Eurodollar Rate LIBOR Loans shall be suspended, suspended (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods), and (yii) the Eurodollar Rate LIBOR component shall no longer be utilized used in determining the Base Rate. Upon receipt of such notice, the Borrowers Borrower may revoke any pending request for a Borrowing offunding, conversion to or continuation of Eurodollar Rate Loans a LIBOR Loan (to the extent of the affected Eurodollar Rate LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into requested a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this AgreementLoan.