Common use of LIBOR Discontinuation Clause in Contracts

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrary, and without limiting the provisions of Section 2.02, in the event that the Administrative Agent shall have determined with the consent of the Borrowers (which determination shall be final and conclusive and binding upon all parties hereto) that there exists, at such time, a broadly accepted market convention for determining a rate of interest for syndicated loans in the United States in lieu of the ICE LIBOR, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but only to the extent the ICE LIBOR for the applicable Interest Period is not available or published at such time on a current basis), (x) no Loans may be made as, or converted to, Eurodollar Rate Loans, and (y) any Borrowing Notice (whether for a Borrowing of new Eurodollar Rate Loans or a conversion or continuation of existing Eurodollar Rate Loans) given by the Borrowers with respect to Eurodollar Rate Loans shall be deemed to be rescinded by the Borrowers.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or the other Loan Documents, if the LIBO Rate is not available at any time for any reason (including that adequate and without limiting reasonable means do not exist for ascertaining the provisions LIBO Rate for any requested Interest Period, including because the applicable screen rate is not available or published on a current basis and such circumstances are unlikely to be temporary), as reasonably determined by the Borrower and the Administrative Agent, then the “LIBO Rate” for such Interest Period shall be (i) a successor or alternative index rate as the Administrative Agent (but not, for the avoidance of Section 2.02doubt, any other Lender) and the Borrower may reasonably determine or (ii) absent such mutual selection by the Borrower and the Administrative Agent, a comparable successor or alternative interbank rate for deposits in dollars that is, at such time, broadly accepted as the prevailing market practice for syndicated leveraged loans of this type in lieu of the “LIBO Rate” as reasonably determined by the Administrative Agent, in each case pursuant to an amendment to this Agreement and each other applicable Loan Document, in each case among the event Borrower and the Administrative Agent (but not, for the avoidance of doubt, any Lender) that will become effective at 5:00 p.m., New York City time, on the fifth Business Day after the Administrative Agent shall have determined with posted such proposed amendment to the consent Lenders in respect of the Borrowers (which determination shall be final Loans or Commitments of all similarly and conclusive and binding upon all parties hereto) that there existsdirectly affected Classes unless, at prior to such time, a broadly accepted market convention for determining a rate the Required Lenders in respect of interest for syndicated loans in the United States in lieu of the ICE LIBOR, and all such affected Classes (acting together as one Class) have delivered to the Administrative Agent written notice that such Lenders do not accept such amendment (which such notice shall have given notice note with specificity the particular provisions of the amendment to which such determination to each Lender Lenders object); provided that (it being understood and agreed that i) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall have be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower; provided further that, if no obligation such successor LIBO Rate is able to make be reasonably determined in accordance with the foregoing proviso (or pending the resolution of any such determination and/or determination) and the circumstances described in such proviso continue to give such notice)exist, then the Administrative Agent will promptly so notify the Borrower and the Borrowers shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the applicable Lenders, a written notice from after (or during, as applicable) which time the Required Lenders stating that the Required Lenders object to such amendment. Until an alternate rate provisions of interest Section 2.08 shall be determined in accordance with this paragraph (but only to the extent the ICE LIBOR for the applicable Interest Period is not available or published at such time on a current basis), (x) no Loans may be made as, or converted to, Eurodollar Rate Loans, and (y) any Borrowing Notice (whether for a Borrowing of new Eurodollar Rate Loans or a conversion or continuation of existing Eurodollar Rate Loans) given by the Borrowers control with respect to Eurodollar Rate such applicable Classes of Loans shall be deemed to be rescinded by the Borrowersand Commitments.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or the other Loan Documents, and without limiting the provisions of Section 2.02, in the event that if the Administrative Agent shall have determined with the consent of the Borrowers determines (which determination shall be final and conclusive and binding upon all parties heretoabsent manifest error) that there existsadequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because (i) the LIBOR quote on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (the “LIBOR Screen Rate”) is not available or published on a current basis and such circumstances are unlikely to be temporary or (ii) 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 such LIBOR Screen Rate shall no longer be used for determining the interest rate of loans, the Administrative Agent shall notify the Borrower. Thereafter, at the written request of the Borrower or the Administrative Agent, this Agreement and the other Loan Documents may be amended to replace LIBOR with an alternate floating rate (or a successor to such timealternate floating rate) (including any appropriate mathematical adjustments to such alternate or successor rate (the “LIBOR Successor Rate”) and such conforming changes to the definition of 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 and to permit the administration thereof by the Administrative Agent in a broadly accepted manner substantially consistent with market practice) as agreed between the Administrative Agent and the Borrower, giving due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States in lieu of the ICE LIBORat such time, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.01, such which amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date after notice of such notice amendment is provided to the Lenders, a written notice from the Required Lenders stating that the such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but only ); provided that to the extent that the ICE LIBOR Administrative Agent determines that adoption of any aspect of such market practice is not administratively feasible and commercially practicable for the applicable Interest Period is not available Administrative Agent or published at that no market practice for the administration of such time on LIBOR Successor Rate exists, such LIBOR Successor Rate shall be applied in a current basis), (x) no Loans may be made as, or converted to, Eurodollar Rate Loans, and (y) any Borrowing Notice (whether for a Borrowing of new Eurodollar Rate Loans or a conversion or continuation of existing Eurodollar Rate Loans) given manner as otherwise reasonably determined by the Borrowers Administrative Agent in consultation with respect the Borrower; provided further that until the amendments to Eurodollar this Agreement and the other Loan Documents become effective pursuant to the foregoing, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be deemed suspended and any Eurocurrency Rate Loan then outstanding shall be converted into Base Rate Loans (without reference to the Eurocurrency Rate component thereof) either on the last day of the Interest Period therefor, if the Lenders may lawfully continue to maintain such Eurocurrency Rate Loan to such day, or immediately, if the Lenders may not lawfully continue to maintain such Eurocurrency Rate Loan; provided further that in no event shall the LIBOR Successor Rate be rescinded by the Borrowersless than zero.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrary, and without limiting the provisions of Section 2.02, in the event that the Administrative Agent shall have determined with the consent of the Borrowers Borrower (which determination shall be final and conclusive and binding upon all parties hereto) that there exists, at such time, a broadly accepted market convention for determining a rate of interest for syndicated loans in the United States in lieu of the ICE LIBOR, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrowers Borrower shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but only to the extent the ICE LIBOR for the applicable Interest Period is not available or published at such time on a current basis), (x) no Loans may be made as, or converted to, Eurodollar Rate Loans, and (y) any Borrowing Notice (whether for a Borrowing of new Eurodollar Rate Loans or a conversion or continuation of existing Eurodollar Rate Loans) given by the Borrowers Borrower with respect to Eurodollar Rate Loans shall be deemed to be rescinded by the BorrowersBorrower.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or the other Credit Documents, this Agreement and without limiting the provisions of Section 2.02, in other Credit Documents may be amended by the event that Borrower and the Administrative Agent shall have determined with (but not, for the consent avoidance of doubt, any Lender) if (i) at any time the Borrowers Administrative Agent or the Borrower determine (which determination shall be final and conclusive and binding upon all parties heretoabsent manifest error) that there exists, at such time, a broadly accepted market convention for determining a rate of interest for syndicated loans in the United States in lieu of the ICE LIBORLondon Interbank Offered Rate is not ascertainable, and the Administrative Agent shall have given notice inability to ascertain such rate is unlikely to be temporary and/or (ii) the supervisor for the administrator of such determination to each Lender (it being understood and agreed that the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the applicable LIBOR Rate shall have no obligation longer be used for determining interest rates for loans, to make replace LIBOR and the LIBOR Rate with a successor or alternative index rate broadly accepted as the prevailing market practice for syndicated leveraged loans of this type or such determination and/or to give such notice), then other successor or alternative index rate reasonably determined by the Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate Borrower in lieu of interest LIBOR and the LIBOR Rate, and/or make such other related changes to this Agreement as may be applicable; provided that (i) any such successor or alternative rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor or alternative rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower. Notwithstanding anything to the contrary in Section 10.0113.1 or otherwise in this Agreement, such amendment shall become effective without any further action or consent of any Lender or any other party to this Agreement so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of following the date that notice of such notice successor or alternate index rate is posted or otherwise provided to the Lenders, a written notice from the Required Lenders stating that the such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but only to the extent the ICE LIBOR for the applicable Interest Period is not available or published at such time on a current basis), (x) no Loans may be made as, or converted to, Eurodollar Rate Loans, and (y) any Borrowing Notice (whether for a Borrowing of new Eurodollar Rate Loans or a conversion or continuation of existing Eurodollar Rate Loans) given by the Borrowers with respect to Eurodollar Rate Loans shall be deemed to be rescinded by the Borrowers.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrary, and without limiting the provisions of Section 2.02, in the event that If at any time the Administrative Agent shall have determined with the consent of the Borrowers determines (which determination shall be final and conclusive and binding upon all parties heretoabsent manifest error) that (a) the circumstances set forth in Section 2.14(a) have arisen and such circumstances are unlikely to be temporary or (b) the circumstances set forth in in Section 2.14(a) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there existsis no successor administrator that will continue publication of the LIBO Screen Rate), at such time(x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a broadly accepted public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate (and Adjusted LIBO Rate) that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States in lieu of the ICE LIBORat such time, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicableapplicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate). Notwithstanding anything to the contrary in Section 10.0110.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date notice of such notice alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that the such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph Section 1.07 (but but, in the case of the circumstances described in clause (b) of the first sentence of this Section 1.07, only to the extent the ICE LIBOR LIBO Screen Rate for the applicable such Interest Period is not available or published at such time on a current basis), (x) no Loans may be made any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, or converted toa Eurocurrency Borrowing shall be ineffective, Eurodollar Rate Loans, and (y) if any Borrowing Notice Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing and (whether for a Borrowing z) any Competitive Bid Request shall be ineffective; provided that, if such alternate rate of new Eurodollar Rate Loans or a conversion or continuation of existing Eurodollar Rate Loans) given by the Borrowers with respect to Eurodollar Rate Loans interest shall be less than zero, such rate shall be deemed to be rescinded by zero for the Borrowerspurposes of this Agreement.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrary, and without limiting the provisions of Section 2.022.03 or 2.06, in the event that the Administrative Agent shall have determined with the consent of the Borrowers Borrower (which determination shall be final and conclusive and binding upon all parties hereto) that there exists, at such time, a broadly accepted market convention for determining a rate of interest for syndicated loans in the United States in lieu of the ICE LIBOR, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrowers Borrower shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.0113.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of after the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but only to the extent the ICE LIBOR for the applicable Interest Period is not available or published at such time on a current basis), (x) no Loans may be made as, or converted to, Eurodollar Rate Loans, and (y) any Notice of Borrowing Notice (whether for a Borrowing of new Eurodollar Rate Loans or a conversion or continuation of existing Eurodollar Rate Loans) given by the Borrowers Borrower with respect to Eurodollar Rate Loans shall be deemed to be rescinded by the BorrowersBorrower.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrary, and without limiting the provisions of Section 2.022.03 or 2.06, in the event that the Administrative Agent shall have determined with the consent of the Borrowers Administrative Borrower (which determination shall be final and conclusive and binding upon all parties hereto) that there exists, at such time, a broadly accepted market convention for determining a rate of interest for syndicated loans in the United States in lieu of the ICE LIBOR, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrowers Administrative Borrower shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.0113.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of after the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but only to the extent the ICE LIBOR for the applicable Interest Period is not available or published at such time on a current basis), (x) no Loans may be made as, or converted to, Eurodollar Rate Loans, and (y) any Notice of Borrowing Notice (whether for a Borrowing of new Eurodollar Rate Loans or a conversion or continuation of existing Eurodollar Rate Loans) given by the Borrowers Administrative Borrower with respect to Eurodollar Rate Loans shall be deemed to be rescinded by the BorrowersAdministrative Borrower.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrary, and without limiting the provisions of Section 2.02, in the event that If at any time the Administrative Agent shall have determined with the consent of the Borrowers determines (which determination shall be final and conclusive and binding upon all parties heretoabsent manifest error) that (a) the circumstances set forth in Section 2.14(a) have arisen and such circumstances are unlikely to be temporary or (b) the circumstances set forth in in Section 2.14(a) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there existsis no successor administrator that will continue publication of the LIBO Screen Rate), at such time(x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a broadly accepted public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate (and Adjusted LIBO Rate) that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States in lieu of the ICE LIBORat such time, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicableapplicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate). Notwithstanding anything to the contrary in Section 10.0110.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date notice of such notice alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that the such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph Section 1.05 (but but, in the case of the circumstances described in clause (b) of the first sentence of this Section 1.05, only to the extent the ICE LIBOR LIBO Screen Rate for the applicable such Interest Period is not available or published at such time on a current basis), (x) no Loans may be made any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, or converted to, Eurodollar Rate Loans, a Eurocurrency Borrowing shall be ineffective and (y) if any Borrowing Notice (whether for Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that, if such alternate rate of new Eurodollar Rate Loans or a conversion or continuation of existing Eurodollar Rate Loans) given by the Borrowers with respect to Eurodollar Rate Loans interest shall be less than zero, such rate shall be deemed to be rescinded by zero for the Borrowerspurposes of this Agreement.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or the other Loan Documents, and without limiting the provisions of Section 2.02, if at any time there ceases to exist a LIBOR Rate or other interbank rate in the event that London market regulated or otherwise overseen or authorized by the ICE Benchmark Administration or U.K. Financial Conduct Authority for interest periods greater than one Business Day or the Administrative Agent shall have determined with the consent of the Borrowers determines (which determination shall be final and conclusive and binding upon all parties heretoabsent manifest error) that there exists(i) the circumstances set forth in Section 2.14 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances in Section 2.14 have not arisen but the supervisor for the administrator of the LIBOR Rate or a relevant Governmental Authority has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (such specific date, at such timethe “Scheduled Unavailability Date”), a broadly accepted then the Administrative Agent and the Borrower Representative shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for fixed periods for syndicated loans in the United States in lieu of the ICE LIBORat such time for similarly situated borrowers, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to be mutually reasonably agreed the Loan Documents to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicableapplicable which are agreed by the Borrower Representative and the Administrative Agent at such time; provided that, if such alternate rate of interest shall be less than zero percent, such rate shall be deemed to be zero percent for purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.01the Loan Documents, such amendment shall become effective without any further action or consent of any other party to this Agreement the Loan Documents (other than the written consent of the Administrative Agent and the Borrower Representative) so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such notice alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that the Required Lenders they object to such amendment. Until an If no such alternate rate of interest shall be has been determined and the circumstances set forth in accordance with this paragraph Section 2.14 exist or the Scheduled Unavailability Date has occurred (but only to as applicable), the extent Administrative Agent will promptly so notify the ICE LIBOR for the applicable Interest Period is not available or published at such time on a current basis)Borrower Representative and each Lender. Thereafter, (x) no the obligation of the Lenders to make or maintain Eurodollar Loans may shall be made as, suspended (to the extent of the affected Eurodollar Loans or converted to, Eurodollar Rate LoansInterest Periods), and (y) the Adjusted LIBOR Rate component shall no longer be utilized in determining the Alternate Base Rate. Upon receipt of such notice, the Borrower Representative may revoke any Borrowing Notice pending request for a Loan of, conversion to or continuation of Eurodollar Loans (whether to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of new Eurodollar Rate ABR Loans or a conversion or continuation of existing Eurodollar Rate Loans(subject to clause (y) given by in the Borrowers with respect to Eurodollar Rate Loans shall be deemed to be rescinded by immediately preceding sentence) in the Borrowersamount specified therein.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or the other Loan Documents, and without limiting the provisions of Section 2.02, if at any time there ceases to exist a LIBOR Rate or other interbank rate in the event that London market regulated or otherwise overseen or authorized by the ICE Benchmark Administration or U.K. Financial Conduct Authority for interest periods greater than one Business Day or the Administrative Agent shall have determined with the consent of the Borrowers determines (which determination shall be final and conclusive and binding upon all parties heretoabsent manifest error) that there exists(i) the circumstances set forth in Section 2.14 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances in Section 2.14 have not arisen but the supervisor for the administrator of the LIBOR Rate or a relevant Governmental Authority has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans, at such time, a broadly accepted then the Administrative Agent and the Borrower Representative shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for fixed periods for syndicated loans in the United States in lieu of the ICE LIBORat such time for similarly situated borrowers, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to be mutually reasonably agreed the Loan Documents to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicableapplicable which are agreed by the Borrower Representative and the Administrative Agent at such time; provided that, if such alternate rate of interest shall be less than zero percent, such rate shall be deemed to be zero percent for purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.01the Loan Documents, such amendment shall become effective without any further action or consent of any other party to this Agreement Loan Documents (other than the written consent of the Administrative Agent and the Borrower Representative) so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such notice alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that the Required Lenders they object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but only to the extent the ICE LIBOR for the applicable Interest Period is not available or published at such time on a current basis), (x) no Loans may be made as, or converted to, Eurodollar Rate Loans, and (y) any Borrowing Notice (whether for a Borrowing of new Eurodollar Rate Loans or a conversion or continuation of existing Eurodollar Rate Loans) given by the Borrowers with respect to Eurodollar Rate Loans shall be deemed to be rescinded by the Borrowers.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrary, and without limiting the provisions of Section 2.02, in the event that If at any time the Administrative Agent shall have determined with or the consent of the Borrowers Borrower determines (which determination shall be final and conclusive and binding upon all parties heretoabsent manifest error) that there exists(i) adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for any requested Interest Period, at including, without limitation, because the LIBO Rate is not available or published on a current basis and such timecircumstances are unlikely to be temporary; or (ii) the administrator of the LIBO Rate or any applicable Governmental Authority has made a public statement identifying a specific date after which the LIBO Rate shall no longer be made available, a broadly accepted or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States in lieu of the ICE LIBORat such time, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrowers shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided, further, that (i) any such successor rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and the Borrower. Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such notice alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that the such Required Lenders object to such amendment. Until an If no such alternate rate of interest shall be has been determined in accordance with this paragraph and the circumstances under clause (but only to i) above exist or the extent Scheduled Unavailability Date has occurred (as applicable), the ICE LIBOR for Administrative Agent will promptly so notify the applicable Interest Period is not available or published at such time on a current basis)Borrower and each Lender. Thereafter, (x) no Loans may be made as, the obligation of the Lenders to make or converted to, maintain Eurodollar Rate LoansLoans 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 Alternate Base Rate. Upon receipt of such notice, the Borrower may revoke any Borrowing Notice pending request for a Loan of, conversion to or continuation of Eurodollar Rate Loans (whether 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 new Eurodollar Alternate Base Rate Loans or a conversion or continuation of existing Eurodollar Rate Loans(subject to the foregoing clause (y)) given by in the Borrowers with respect to Eurodollar Rate Loans shall be deemed to be rescinded by the Borrowersamount specified therein.”

LIBOR Discontinuation. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, if, with respect to any Interest Period, the rate of interest used to calculate the “Eurocurrency Rate” for such Interest Period is not available on the date of determination for such Interest Period for any reason (as determined by the Administrative Agent), then the rate of interest used to calculate the “Eurocurrency Rate” for such Interest Period shall be either a comparable or successor floating rate reasonably acceptable to the contraryLead Borrower, and without limiting the provisions of Section 2.02, in the event that the Administrative Agent shall have determined and, prior to the Disposition Date, the Principal Investor Representative, and certified in an officer’s certificate delivered to the Administrative Agent or, if no broadly accepted comparable successor rate exists at such time, a successor index rate as the Lead Borrower may determine with the consent of the Borrowers Required Lenders (which determination such consent not to be unreasonably withheld, conditioned or delayed) and certified in an officer’s certificate to the Administrative Agent; provided that (i) any such successor rate shall be final and conclusive and binding upon all parties hereto) that there exists, at such time, a broadly accepted market convention for determining a rate of interest for syndicated loans in the United States in lieu of the ICE LIBOR, and applied by the Administrative Agent in a manner consistent with market practice, (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor rate shall have given notice of such determination to each Lender (it being understood and agreed that be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Lead Borrower and the Required Lenders and (iii) in no event shall have no obligation to make such determination and/or to give such notice), then successor floating rate be less than 0% per annum. In the event that after the Administrative Agent and has not received an officer’s certificate of the Borrowers shall enter into Lead Borrower establishing an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate administratively feasible successor interest rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to by the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Lenders shall have received at least date which is five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice prior to the Lendersan Interest Payment Date, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Until an alternate rate of interest then Section 3.03 hereof shall be determined in accordance with this paragraph (but only to the extent the ICE LIBOR for the applicable Interest Period is not available or published at such time on a current basis), (x) no Loans may be made as, or converted to, Eurodollar Rate Loans, and (y) any Borrowing Notice (whether for a Borrowing of new Eurodollar Rate Loans or a conversion or continuation of existing Eurodollar Rate Loans) given by the Borrowers with respect to Eurodollar Rate Loans shall be deemed to be rescinded by the Borrowersapply.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrary, and without limiting the provisions of Section 2.02, in the event that If at any time the Administrative Agent shall have determined with the consent of the Borrowers determines (which determination shall be final and conclusive and binding upon all parties heretoabsent manifest error) that (i) the circumstances set forth in Section 3.03 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.03 have not arisen but either (w) the supervisor for the administrator of the LIBOR Rate has made a public statement that the administrator of the LIBOR Rate is insolvent (and there existsis no successor administrator that will continue publication of the LIBOR Rate), at such time(x) the administrator of the LIBOR Rate has made a public statement identifying a specific date after which the LIBOR Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR Rate), (y) the supervisor for the administrator of the LIBOR Rate has made a broadly public statement identifying a specific date after which the LIBOR Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate may no longer be used for determining interest rates for loans, then notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, this Agreement and the other Loan Documents may be amended to replace LIBOR with an alternate rate of interest established by the Administrative Agent and the Borrower that is generally accepted as the then prevailing market convention for determining a rate of interest (including the making of appropriate adjustments to such alternate rate and this Agreement (x) to preserve pricing in effect at the time of selection of such alternate rate (but for the avoidance of doubt which would not reduce the Applicable Rate) and (y) other changes necessary to reflect the available interest periods for such alternate rate) for syndicated leveraged loans of this type in the United States in lieu of at such time (any such rate, the ICE LIBOR“Successor Benchmark Rate”), and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrowers Borrower shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding applicable and, notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement; provided, further that if a Successor Benchmark Rate has not been otherwise established pursuant to this Section 1.12 after the Borrower and the Administrative Agent have reached such a determination, at the option of the Borrower, the Borrower may select a different Successor Benchmark Rate as long as it is reasonably practicable for the Administrative Agent to administer such different rate and the Borrower may amend this Agreement (which amendment shall become effective without any further action or consent of any other party to this Agreement (other than the Administrative Agent who shall be required to provide such consent) so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date notice of such notice alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that the such Required Lenders object to such amendment). Until an alternate rate of interest shall be determined in accordance with this paragraph (but only to Notwithstanding the extent the ICE LIBOR for the applicable Interest Period is not available or published at such time on a current basis)foregoing, (x) no Loans may solely with respect to the Closing Date Replacement Term Loans, the Eurocurrency Rate in respect of any applicable Interest Period will be made as, or converted to, deemed to be 0% per annum if the Eurodollar Rate Loans, for such Interest Period calculated pursuant to the foregoing provisions would otherwise be less than 0% per annum and (y) any Borrowing Notice (whether for a Borrowing of new in all other cases, the Eurodollar Rate Loans or a conversion or continuation in respect of existing Eurodollar Rate Loans) given by the Borrowers with respect to Eurodollar Rate Loans shall any applicable Interest Period will be deemed to be rescinded by 0% if the BorrowersEurodollar Rate for such Interest Period calculated pursuant to the foregoing provisions would otherwise be less than 0%.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrary, and without limiting the provisions of Section 2.02, in the event that the Administrative Agent shall have determined with the consent of the Borrowers Borrower (which determination shall be final and conclusive and binding upon all parties hereto) that there exists, at such time, a broadly accepted market convention for determining a rate of interest for syndicated loans in the United States in lieu of the ICE LIBOR, and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrowers Borrower shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.019.03, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Majority Lenders stating that the Required Majority Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this paragraph (but only to the extent the ICE LIBOR for the applicable Interest Period is not available or published at such time on a current basis), (x) no Loans may be made as, or converted to, Eurodollar Rate LoansAdvances, and (y) any Notice of Borrowing Notice (whether for a Borrowing of new Eurodollar Rate Loans Advances or a conversion or continuation of existing Eurodollar Rate LoansAdvances) given by the Borrowers Borrower with respect to Eurodollar Rate Loans Advances shall be deemed to be rescinded by the BorrowersBorrower.

LIBOR Discontinuation. Notwithstanding anything to the contrary contained herein or in the other Notes Documents, if, with respect to any Interest Period, the rate of interest used to calculate the “Adjusted LIBOR Rate” for such Interest Period is not available on the Determination Date for such Interest Period for any reason (as determined by the Calculation Agent), then the rate of interest used to calculate the “Adjusted LIBOR Rate” for such Interest Period shall be (I) at any time prior to the contrarySell-Down Date, a comparable or successor floating rate reasonably acceptable to the Parent Issuer and without limiting the provisions of Section 2.02Controlling Parties and certified in an Officer’s Certificate delivered to the Trustee and the Calculation Agent and (II) at any time from and after the Sell-Down Date, a comparable or successor floating rate that is, at such time, broadly accepted by the syndicated loan market for loans denominated in Dollars as determined by the event that Parent Issuer (and certified in an Officer’s Certificate delivered to the Administrative Agent shall have determined Trustee and the Calculation Agent) or, if no such broadly accepted comparable successor rate exists at such time, a successor index rate as the Parent Issuer may determine with the consent of the Borrowers Required Holders (which determination such consent not to be unreasonably withheld, conditioned or delayed) and certified in an Officer’s Certificate delivered to the Trustee and the Calculation Agent; provided that (i) any such successor rate shall be final and conclusive and applied by the Trustee in a manner consistent with market practice, (ii) to the extent such market practice is not administratively feasible for the Trustee, such successor rate shall be applied in a manner as otherwise reasonably determined by the Trustee, without recourse or liability, in consultation with the Parent Issuer, which shall be binding upon all parties heretothe Holders and certified in an Officer’s Certificate delivered to the Trustee and the Calculation Agent and (iii) in no event shall such successor floating rate be less than 0.00% per annum. In the event that there exists, at such time, a broadly accepted market convention for determining a rate of interest for syndicated loans in the United States in lieu Trustee and Calculation Agent have not received an Officer’s Certificate of the ICE LIBOR, and Parent Issuer establishing a successor rate by the Administrative Agent shall have given notice of such determination date which is five (5) Business Days prior to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice)an Interest Payment Date, then the Administrative Agent and Adjusted LIBOR Rate in effect for the Borrowers shall enter into an amendment Interest Period to this Agreement to be mutually reasonably agreed to reflect which such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. Until an alternate rate of interest Interest Payment Date relates shall be determined in accordance with this paragraph (but only to the extent the ICE Adjusted LIBOR Rate that applied for the applicable immediately preceding Interest Period is not available or published at such time on a current basis), (x) no Loans may be made as, or converted to, Eurodollar Rate Loans, and (y) any Borrowing Notice (whether for a Borrowing of new Eurodollar Rate Loans or a conversion or continuation of existing Eurodollar Rate Loans) given by the Borrowers with respect to Eurodollar Rate Loans shall be deemed to be rescinded by the BorrowersPeriod.

LIBOR Discontinuation. Notwithstanding anything contained herein to the contrary, and without limiting the provisions of Section 2.02, in the event that If at any time the Administrative Agent shall have determined with the consent of the Borrowers determines (which determination shall be final and conclusive and binding upon all parties heretoabsent manifest error) that (i) the circumstances set forth in Section 3.03 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.03 have not arisen but either (w) the supervisor for the administrator of the LIBOR Rate has made a public statement that the administrator of the LIBOR Rate is insolvent (and there existsis no successor administrator that will continue publication of the LIBOR Rate), at such time(x) the administrator of the LIBOR Rate has made a public statement identifying a specific date after which the LIBOR Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR Rate), (y) the supervisor for the administrator of the LIBOR Rate has made a broadly public statement identifying a specific date after which the LIBOR Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate may no longer be used for determining interest rates for loans, then notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, this Agreement and the other Loan Documents may be amended to replace LIBOR with an alternate rate of interest established by the Administrative Agent and the Borrower that is generally accepted as the then prevailing market convention for determining a rate of interest (including the making of appropriate adjustments to such alternate rate and this Agreement (x) to preserve pricing in effect at the time of selection of such alternate rate (but for the avoidance of doubt which would not reduce the Applicable Rate) and (y) other changes necessary to reflect the available interest periods for such alternate rate) for syndicated leveraged loans of this type in the United States in lieu of at such time (any such rate, the ICE LIBOR“Successor Benchmark Rate”), and the Administrative Agent shall have given notice of such determination to each Lender (it being understood and agreed that the Administrative Agent shall have no obligation to make such determination and/or to give such notice), then the Administrative Agent and the Borrowers Borrower shall enter into an amendment to this Agreement to be mutually reasonably agreed to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding applicable and, notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement; provided, further that if a Successor Benchmark Rate has not been otherwise established pursuant to this Section 1.12 after the Borrower and the Administrative Agent have reached such a determination, at the option of the Borrower, the Borrower may select a different Successor Benchmark Rate as long as it is reasonably practicable for the Administrative Agent to administer such different rate and the Borrower may amend this Agreement (which amendment shall become effective without any further action or consent of any other party to this Agreement (other than the Administrative Agent who shall be required to provide such consent) so long as the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date notice of such notice alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that the such Required Lenders object to such amendment). Until an alternate rate of interest shall be determined in accordance with this paragraph (but only to Notwithstanding the extent the ICE LIBOR for the applicable Interest Period is not available or published at such time on a current basis)foregoing, (x) no Loans may solely with respect to the Closing Date Term Loans, the Eurocurrency Rate in respect of any applicable Interest Period will be made as, or converted to, deemed to be 0% per annum if the Eurodollar Rate Loans, for such Interest Period calculated pursuant to the foregoing provisions would otherwise be less than 0% per annum and (y) any Borrowing Notice (whether for a Borrowing of new in all other cases, the Eurodollar Rate Loans or a conversion or continuation in respect of existing Eurodollar Rate Loans) given by the Borrowers with respect to Eurodollar Rate Loans shall any applicable Interest Period will be deemed to be rescinded by 0% if the BorrowersEurodollar Rate for such Interest Period calculated pursuant to the foregoing provisions would otherwise be less than 0%.