Common use of LIBOR Discontinuation Clause in Contracts

LIBOR Discontinuation. If at any time the Agent or the Borrowers determine (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.4 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.4 have not arisen but the supervisor for the administrator of the applicable Eurodollar Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the applicable Eurodollar Rate shall no longer be used for determining interest rates for loans, then the Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the appropriate Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that such alternate rate of interest shall not be less than the “floor” as in effect at the time of such amendment. Notwithstanding anything to the contrary in Section 12.3, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, written notice from the Required Lenders stating that such Required Lenders object to such amendment.

LIBOR Discontinuation. If at any time the Administrative Agent or the Borrowers determine Borrower determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.4 3.03 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.4 3.03 have not arisen but the supervisor for the administrator of the applicable Eurodollar 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 Eurodollar LIBOR Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrowers Borrower shall endeavor to establish an alternate rate of interest to the appropriate Eurodollar LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that that, if such alternate rate of interest shall not be less than zero, such rate shall be deemed to be zero for the “floor” as in effect at the time purposes of such amendmentthis Agreement. Notwithstanding anything to the contrary in Section 12.310.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, written notice from the Required Lenders stating that such Required Lenders object to such amendment.

LIBOR Discontinuation. If at any time the Agent or the Borrowers determine (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.4 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.4 have not arisen but the supervisor for the administrator of the applicable Eurodollar Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the applicable Eurodollar Rate shall no longer be used for determining interest rates for loans, then the Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the appropriate Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that such alternate rate of interest shall not be less than the “floor” as in effect at the time of such amendment. Notwithstanding anything to the contrary contained in Section 12.3this Agreement or the other Loan Documents, this Agreement and the other Loan Documents may be amended to replace the LIBO Rate with a comparable or successor floating rate made available by the Administrative Agent to its customers with syndicated credit facilities in the United States of this type (or a successor to such amendment shall successor rate) either (x) if there is a generally accepted prevailing market convention established by the Administrative Agent, as agreed between the Administrative Agent and the Borrower (but not, for the avoidance of doubt, any other Lender), in each case in their discretion, (y) if there is no generally accepted prevailing market convention established by the Administrative Agent, as agreed between Administrative Agent and the Borrower (such to become effective without any further action or consent of any other party to this Agreement Lender so long as the Administrative Agent shall not have received, within five (5) Business Days of the date any notice of such alternate successor rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment) or (z) as consented to by the Administrative Agent, the Required Lenders and the Borrower; provided 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 in consultation with the Borrower; provided, further, that if any such successor rate is less than zero, such rate shall be deemed to be zero.