Common use of LIBOR Replacement Provisions Clause in Contracts

LIBOR Replacement Provisions. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Revolving/Term A Lenders notify the Administrative Agent (with, in the case of the Required Revolving/Term A Lenders, a copy to Borrower) that the Borrower or Required Revolving/Term A 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; (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 Borrower may amend this Agreement to replace LIBOR for the Revolving Facility and Term A Facility 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 with respect to the Revolving Facility and Term A Facility 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 Borrower unless, prior to such time, Lenders comprising the Required Revolving/Term A Lenders have delivered to the Administrative Agent written notice that such Required Revolving/Term A Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender under the Revolving Facility and the Term A Facility. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans under the Revolving Facility and the Term A Facility 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 for the Revolving Facility and the Term A Facility. Upon receipt of such notice, with respect to the Revolving Facility and the Term A Facility, the Borrower 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 a LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

LIBOR Replacement Provisions. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentDocument (but subject to Section ‎2.17(e)), if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Revolving/Term A Lenders notify the Administrative Agent ) that: (with, in the case of the Required Revolving/Term A Lenders, a copy to Borrower) that the Borrower or Required Revolving/Term A Lenders (as applicable) have determined, that: (ai) adequate and reasonable means do not exist for ascertaining LIBOR the Eurocurrency Rate for any requested Interest Period, including, without limitation, because the ICE Benchmark Administration LIBOR Screen Rate (“ICE LIBOR”) is not available or published on a current basis and such circumstances are unlikely to be temporary; temporary or (bii) the administrator of the ICE LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which ICE 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 applicableAgent, the Administrative Agent and the Borrower may amend this Agreement shall endeavor to replace LIBOR for the Revolving Facility and Term A Facility with establish an alternate benchmark floating term rate of interest (any such proposed rate, a “LIBOR Successor Rate”) to the Eurocurrency Rate (including any mathematical the spread or method for determining a spread or other adjustments or modifications incorporated therein but such adjustments or modifications shall not include a change to the benchmark (if any) incorporated thereinApplicable Rate), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for loans in the United States at such alternative benchmarks (any time, and shall enter into an amendment to this Agreement to reflect such proposed rate, a “LIBOR Successor Rate”), alternate rate of interest together with any proposed LIBOR Successor Rate Conforming Changes with respect Changes. Notwithstanding anything to the Revolving Facility and Term A Facility and any contrary herein, such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after such amendment is provided to the Lenders unless prior to 5:00 p.m., Local Time, on such fifth Business Day the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising received written notice from the Required Revolving/Term A Lenders have delivered to the Administrative Agent written notice stating that such Required Revolving/Term A Lenders do not accept object to such amendment. . (b) If no LIBOR Successor Rate has been determined and the circumstances under clause clauses (aa)(i) and (a)(ii) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender under the Revolving Facility and the Term A FacilityLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Eurocurrency Rate Loans under the Revolving Facility and the Term A Facility shall be suspended, suspended (to the extent of the affected Eurodollar Eurocurrency Rate Loans or Interest Periods), ) and (y) the Eurodollar Eurocurrency Rate component shall no longer be utilized in determining the Base Rate for the Revolving Facility and the Term A FacilityRate. Upon receipt of such notice, with respect to the Revolving Facility and the Term A Facility, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Eurocurrency Rate Loans (to the extent of the affected Eurodollar Eurocurrency 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. . (c) Notwithstanding anything else herein, any definition of a LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero 0.00% for purposes of this Agreement. (d) In the event of any conflict between this Section ‎2.17 and Section ‎3.03, the provisions of this Section ‎2.17 shall control. (e) This Section ‎2.17 shall become effective (i) with respect to the Term Facility, on the Amendment No. 7 Effective Date and (ii) with respect to the Revolving Credit Facility, when each Revolving Credit Lender has consented to this Section ‎2.17.

LIBOR Replacement Provisions. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Revolving/Term A Lenders notify the Administrative Agent (with, in the case of the Required Revolving/Term A Lenders, a copy to the Borrower) that the Borrower or the Required Revolving/Term A Lenders (as applicable) have determined, that: : (ai) adequate and reasonable means do not exist for ascertaining LIBOR the Adjusted Eurocurrency Rate for any requested Interest Period, including, without limitation, because the ICE LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; ; (bii) the administrator of the ICE LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which ICE 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 or (ciii) syndicated loans currently being executed, or that include language similar to that contained in this SectionSection 2.23, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace ICE 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 Borrower may amend this Agreement shall endeavor to replace LIBOR for the Revolving Facility and Term A Facility with establish an alternate benchmark floating term rate of interest (including any mathematical such proposed rate, a “LIBOR Successor Rate”) to the Adjusted Eurocurrency Rate (which may include the spread or method for determining a spread or other adjustments to the benchmark (if any) or modifications incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for loans in the United States at such alternative benchmarks (any time, and shall enter into an amendment to this Agreement to reflect such proposed rate, a “LIBOR Successor Rate”), alternate rate of interest together with any proposed LIBOR Successor Rate Conforming Changes with respect Changes. Notwithstanding anything to the Revolving Facility and Term A Facility and any contrary herein, such amendment shall become effective effectiveherein 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 for a currency prior to the Reference Time in respect of any setting of a then-current Benchmark for such currency, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(1) or (a)(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 other Loan Document in respect of such Benchmark setting for such currency and subsequent Benchmark settings for such currency without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (a)(3) or (b) 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 other Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. P.M. (New York City time) on the fifth (5th) Business Day after the date notice of such amendmentBenchmark Replacement is provided to the Lenders unless prior to 5:00 p.m., Local Time, on such fifth Business Daywithout any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unlesshavehas not received, prior to by such time, written notice fromof objection to such Benchmark Replacement from Lenders comprising the Required Revolving/Lenders stating that such Required Lenders object to such amendment.. If (x) a Benchmark Replacement Date has occurred for the Eurocurrency Rate for Dollars and the applicable Benchmark Replacement on such Benchmark Replacement Date for such Eurocurrency Rate is a Benchmark Replacement other than the sum of: (1) Term A Lenders have delivered to SOFR and (2) the related Benchmark Replacement Adjustment, (y) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in Dollars and the Borrower, in its sole discretion, requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (z) following such request from the Borrower, the Administrative Agent determines, in its sole discretion, that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may, in its sole discretion, provide the Borrower and the Lenders with written notice that from and after a date identified in such Required Revolving/notice: (I) a Benchmark Replacement Date shall be deemed to have occurred and the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement”; provided however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement (for avoidance of doubt, for purposes of this proviso, such Benchmark Replacement Adjustment shall be the Benchmark Replacement Adjustment which was established in accordance with the definition of “Benchmark Replacement Adjustment” on the date determined in accordance with clauses (a)(1) or (2), as applicable, of the definition of “Benchmark Replacement Date”) and (II) such forward looking term rate shall be deemed to be the forward looking term rate referenced in the definition of “Term A Lenders do not accept SOFR” for all purposes hereunder or under any other Loan Document in respect of any Benchmark setting for Loans denominated in Dollars and any subsequent Benchmark settings for Loans denominated in Dollars, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Section 2.23 shall apply with respect to such amendment. election of the Administrative Agent as completely as if such forward-looking term rate was initially determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement”. (b) If no LIBOR Successor Rate has been determined and the circumstances under clause clauses (aa)(i) through (a)(iii) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender under the Revolving Facility and the Term A FacilityLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Eurocurrency Loans under the Revolving Facility and the Term A Facility shall be suspended, suspended (to the extent of the affected Eurodollar Rate Eurocurrency Loans or Interest Periods), and (y) the Eurodollar Adjusted Eurocurrency Rate component shall no longer be utilized in determining the Base Rate for the Revolving Facility and the Term A FacilityABR. Upon receipt of such notice, with respect to the Revolving Facility and the Term A Facility, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Eurocurrency Loans (to the extent of the affected Eurodollar Rate Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate ABR Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of a LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero (1) 1.00% in the case of the Term B Loans and (2) 0.00% in the case of any other Loans for purposes of this Agreement.

LIBOR Replacement Provisions. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Borrowers or Required Revolving/the Majority Lenders under the Term A Lenders B-1 Facility notify the Administrative Agent (with, in the case of the Required Revolving/Majority Lenders under the Term A LendersB-1 Facility, a copy to Borrowerthe Borrowers) that the Borrower Borrowers or Required Revolving/the Majority Lenders under the Term A Lenders B-1 Facility (as applicable) have determined, that: : (ai) adequate and reasonable means do not exist for ascertaining LIBOR the Adjusted Eurocurrency Rate for any requested Interest Period, including, without limitation, because the ICE LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; ; (bii) the administrator of the ICE LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which ICE 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 or (ciii) syndicated loans currently being executed, or that include language similar to that contained in this SectionSection 2.25, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace ICE 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 Borrower may amend this Agreement Borrowers shall endeavor to replace LIBOR for establish with respect to the Revolving Term B-1 Facility and Term A Facility with an alternate benchmark floating term 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 of interest (any such proposed rate, a “Term B-1 Facility LIBOR Successor Rate”)) to the Adjusted Eurocurrency Rate that is generally accepted as the then prevailing market convention for determining a rate of interest for similar syndicated loans in the United States at such time and shall include the spread or method for determining a spread or other adjustments or modifications that are generally accepted as the then prevailing market convention for determining such spread, method, adjustment or modification, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest together with any proposed LIBOR Successor Rate Conforming Changes with respect to the Revolving Facility and Term A Facility 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 Borrower unless, prior to such time, Lenders comprising the Required Revolving/Term A Lenders have delivered to the Administrative Agent written notice that such Required Revolving/Term A Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender under the Revolving Facility and the Term A Facility. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans under the Revolving Facility and the Term A Facility 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 for the Revolving Facility and the Term A Facility. Upon receipt of such notice, with respect to the Revolving Facility and the Term A Facility, the Borrower 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 a LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.B-1

LIBOR Replacement Provisions. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Revolving/Term A Lenders notify the Administrative Agent (with, in the case of the Required Revolving/Term A Lenders, a copy to the Borrower) that the Borrower or the Required Revolving/Term A Lenders (as applicable) have determined, that: : (ai) adequate and reasonable means do not exist for ascertaining LIBOR the Adjusted Eurocurrency Rate for any requested Interest Period, including, without limitation, because the ICE LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; ; (bii) the administrator of the ICE LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which ICE 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 or (ciii) syndicated loans currently being executed, or that include language similar to that contained in this SectionSection 2.23, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace ICE 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 Borrower may amend this Agreement shall endeavor to replace LIBOR for the Revolving Facility and Term A Facility with establish an alternate benchmark floating term rate of interest (including any mathematical such proposed rate, a “LIBOR Successor Rate”) to the Adjusted Eurocurrency Rate (which may include the spread or method for determining a spread or other adjustments to the benchmark (if any) or modifications incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for loans in the United States at such alternative benchmarks (any time, and shall enter into an amendment to this Agreement to reflect such proposed rate, a “LIBOR Successor Rate”), alternate rate of interest together with any proposed LIBOR Successor Rate Conforming Changes with respect Changes. Notwithstanding anything to the Revolving Facility and Term A Facility and any contrary herein, such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after such amendment is provided to the Lenders unless prior to 5:00 p.m., Local Time, on such fifth Business Day the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising received written notice from the Required Revolving/Term A Lenders have delivered to the Administrative Agent written notice stating that such Required Revolving/Term A Lenders do not accept object to such amendment. . (b) If no LIBOR Successor Rate has been determined and the circumstances under clause clauses (aa)(i) through (a)(iii) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender under the Revolving Facility and the Term A FacilityLender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Eurocurrency Loans under the Revolving Facility and the Term A Facility shall be suspended, suspended (to the extent of the affected Eurodollar Rate Eurocurrency Loans or Interest Periods), and (y) the Eurodollar Adjusted Eurocurrency Rate component shall no longer be utilized in determining the Base Rate for the Revolving Facility and the Term A FacilityABR. Upon receipt of such notice, with respect to the Revolving Facility and the Term A Facility, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Eurocurrency Loans (to the extent of the affected Eurodollar Rate Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate ABR Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of a LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero (1) 1.00% in the case of the Term B Loans and (2) 0.00% in the case of any other Loans for purposes of this Agreement.