Common use of LIBOR Replacement Clause in Contracts

LIBOR Replacement. If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.6A have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.6A have not arisen but the supervisor for 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 the LIBOR 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 LIBOR 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 (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 8.5, 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 Business Days after the date written notice of such alternate rate of interest is provided to the Lenders, a written notice from the Requisite Lenders stating that such Requisite Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 2.6C (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.6C, only to the extent the LIBOR Screen Rate and/or such Interest Period is not available or published at such time on a current basis), (x) any Conversion/Continuation Notice that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBOR Loan shall be ineffective and (y) if any Notice of Borrowing requests a Borrowing of a LIBOR Loan, such Borrowing shall be made as a Borrowing of a Base Rate Loan; 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.

LIBOR Replacement. If at any time (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (iA) the circumstances set forth in Section 2.6A 3.03 have arisen and such circumstances are unlikely to be temporary or (iiB) the circumstances set forth in Section 2.6A 3.03 have not arisen arisen, but the supervisor for the administrator of ICE LIBOR (or the LIBOR Screen Rate successor thereto with respect to ICE LIBOR), or a Governmental Authority having jurisdiction over the Administrative Agent Agent, has made a public statement identifying a specific date after which the ICE LIBOR Screen Rate shall no longer be used for determining interest rates for loansloans or (ii) the Required Lenders (including pursuant to Section 3.03) request an amendment to this Agreement as a result of the discontinuation of ICE LIBOR, then then, in each case, the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to LIBOR the 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 timetime (which rate shall in no event be less than 0.00% per annum), and shall may enter into an amendment to this Agreement and the other Loan Documents to amend and/or replace the definition of “Eurodollar Rate” (and the ancillary terms and other provisions with respect thereto) to reflect such alternate rate of interest and such other related changes to this Agreement (and such other Loan Documents as may be applicable (but for applicable) with the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 8.5, such amendment shall become effective without any further action or consent of any other party to this Agreement only the Borrower and the Administrative Agent, in each case, only so long as the Administrative Agent shall not have received, within provides the Lenders with written notice of the terms thereof at least five Business Days after the date written notice of such alternate rate of interest is provided prior to the Lenders, a written notice from the Requisite Lenders stating that such Requisite Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this Section 2.6C (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.6C, only to the extent the LIBOR Screen Rate and/or such Interest Period is not available or published at such time on a current basis), (x) any Conversion/Continuation Notice that requests the conversion effectiveness of any Borrowing to, or continuation of any Borrowing as, a Borrowing of a LIBOR Loan shall be ineffective such amendment and (y) if any Notice of Borrowing requests a Borrowing of a LIBOR Loan, the Required Lenders do not object thereto during such Borrowing shall be made as a Borrowing of a Base Rate Loan; 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 Agreementnotice period.