Common use of LIBOR Discontinuation Clause in Contracts

LIBOR Discontinuation. (a) Notwithstanding anything to the contrary in this Agreement or any other Facility Documents, if the Administrative Agent determines (which determination shall be made by notice to the Borrower and shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR Rate for any requested Interest Accrual Period, including, without limitation, because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; (ii) the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR Rate or the 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 (iii) syndicated commercial loans being executed in the U.S. at the time, 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 the LIBOR Rate; 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 Borrower may amend this Agreement to replace the LIBOR Rate 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 (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. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the 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 such amendment. (b) If no LIBOR Successor Rate has been determined and the circumstances under clause (a)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter (until a LIBOR Successor Rate has been determined in accordance with Section 2.17(a)), (x) the obligation of the Lenders to make or maintain Advances based on the Adjusted Eurodollar Rate shall be suspended (to the extent of the affected Advances or Interest Accrual Periods), and (y) the LIBOR Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may either (1) revoke any pending request for a Borrowing of, conversion to or continuation of an Advance based on the Adjusted Eurodollar Rate (to the extent of the affected Advances or Interest Accrual Periods) or (2) elect to convert such request into a request for a Borrowing of Advances based on (A) in the case of Advances denominated in Dollars, the Base Rate (subject to the foregoing clause (y)) in the amount specified therein and (B) in the case of Advances denominated in a currency other than Dollars, the Cost of Funds Rate. (c) 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 Discontinuation. (a1) Notwithstanding anything to the contrary in this Agreement or any other Facility Documents, if If the Administrative Agent determines (which determination shall be made by notice to the Borrower and shall be conclusive absent manifest error), or the Required Borrowers or the Majority Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Required Borrower or Majority Lenders (as applicable) have determined, determined that: (ia) adequate and reasonable means do not exist for ascertaining the LIBOR Rate for any requested Interest Accrual PeriodRate, including, without limitation, including because the “LIBOR01 Page” of the Reuters Money Rates Service (or any successor source from time to time for such rate) (the “LIBOR Screen Rate Rate”) is not available or published on a current basis for an Advance in the applicable currency or for the applicable Interest Period and such circumstances are unlikely to be temporary; (iib) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans; (c) a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate or the LIBOR Screen Rate shall no longer be made available, or permitted to be used for determining the interest rate of loans (each such specific date, the date in paragraph (b) above and in this paragraph (c) a “LIBOR Scheduled Unavailability Date”); or (iiid) syndicated commercial loans currently being executed in the U.S. at the timeexecuted, or that include language similar to that contained in this SectionSection 3.08(1), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate; then, 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 Borrower Borrowers may mutually agree upon a successor rate to the LIBOR Rate, and the Administrative Agent and the Borrowers may amend this Agreement to replace the LIBOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated thereintherein ), giving due consideration to any evolving or then existing convention for similar U.S. dollar Dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR LIBO Successor Rate”), together with any proposed LIBOR LIBO Successor Rate Conforming Changes conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, Lenders comprising the Required Majority Lenders have delivered to the Administrative Agent written notice that such Required Majority Lenders do not accept such amendment. (b2) If no LIBOR LIBO Successor Rate has been determined and the circumstances under clause (a)(iSection 3.08(1)(a) above exist or the a LIBOR Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Borrowers and each Lender. Thereafter (until a LIBOR Successor Rate has been determined in accordance with Section 2.17(a))Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Advances based on the Adjusted Eurodollar Rate shall be suspended (to the extent of the affected LIBOR Advances or Interest Accrual Periods), and (y) the LIBOR Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the a Borrower may either (1) revoke any pending request for a Borrowing an Advance of, conversion to or continuation rollover of an Advance based on the Adjusted Eurodollar Rate LIBOR Advances (to the extent of the affected LIBOR Advances or Interest Accrual Periods) or (2) elect or, failing that, will be deemed to convert have converted such request into a request for a Borrowing of Advances based on (A) in the case of Advances denominated in Dollars, the U.S. Base Rate (subject to the foregoing clause (y)) Advances in the amount specified therein and (B) in the case of Advances denominated in a currency other than Dollars, the Cost of Funds Ratetherein. (c3) Notwithstanding anything else herein, any definition of LIBOR the LIBO Successor Rate (exclusive of any margin) shall provide that in no event shall such LIBOR LIBO Successor Rate be less than zero for the purposes of this Agreement.”

LIBOR Discontinuation. (a) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Facility DocumentsLoan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, if such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (Toronto time) on the Administrative Agent determines fifth (which determination shall be made by 5th) Business Day after the date notice of such Benchmark Replacement is provided to the Borrower and shall be conclusive absent manifest error)Lenders without any amendment to, or the Required Lenders notify the Administrative Agent (with, in the case further action or consent of the Required Lenders, a copy any other party to Borrower) that the Required Lenders (this Agreement or any other Loan Document so long as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR Rate for any requested Interest Accrual Period, including, without limitation, because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; (ii) the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR Rate or the Screen Rate shall no longer be made availablenot received, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated commercial loans being executed in the U.S. at the time, 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 the LIBOR Rate; 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 Borrower may amend this Agreement to replace the LIBOR Rate 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 (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. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendmentLenders. (b) If no LIBOR Successor Rate has been determined and In connection with the circumstances under clause implementation of a Benchmark Replacement (a)(i) above exist or including, for the Scheduled Unavailability Date has occurred (as applicableavoidance of doubt in connection with the occurrence of a Term SOFR Transition Event), the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (c) The Administrative Agent will promptly so notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (iv) below, and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each Lender. Thereafter case, as expressly required pursuant to this Section 3.12. (until d) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a LIBOR Successor Rate has been determined in accordance with Section 2.17(a)Benchmark Replacement), (xi) if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the obligation regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Lenders Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to make remove such unavailable or maintain Advances based on the Adjusted Eurodollar Rate shall be suspended (to the extent of the affected Advances or Interest Accrual Periods), non-representative tenor and (yii) the LIBOR Rate component shall if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be utilized in determining representative for a Benchmark (including a Benchmark Replacement), then the Base Rate. Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (e) Upon the Borrower’s receipt of such noticenotice of the commencement of a Benchmark Unavailability Period, the Borrower may either (1) revoke any pending request for a Borrowing LIBOR Loan of, conversion to or continuation of an Advance based on LIBOR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Adjusted Eurodollar Rate (Borrower will be deemed to the extent of the affected Advances or Interest Accrual Periods) or (2) elect to convert have converted any such request into a request for an Advance of or conversion to a Borrowing of Advances based on (A) in USBR Loan. During any Benchmark Unavailability Period or at any time that a tenor for the case of Advances denominated in Dollarsthen-current Benchmark is not an Available Tenor, the component of the U.S. Base Rate (subject to based upon the foregoing clause (y)) then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the amount specified therein and (B) in the case of Advances denominated in a currency other than Dollars, the Cost of Funds U.S. Base Rate. (cf) Notwithstanding anything else hereinto the contrary contained herein or in any other Loan Document and subject to the proviso below in this Section 3.12(f), if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any definition setting of LIBOR Successor Rate the then current Benchmark, then Term SOFR will replace the then current Benchmark for all purposes hereunder or under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this Section 3.12(f) shall provide that not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. (g) As used in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.Section 3.12: