Common use of Replacement of LIBOR Clause in Contracts

Replacement of LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, 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; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator 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, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in the case of clauses (i)-(iii) above, on a date and time determined by the Administrative Agent (any such date, the “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any Loan Document with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”):

Replacement of LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsDocument, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the BorrowerBorrower Agent) that the Borrower Borrowers or Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, including because the LIBOR Screen Rate is not available or published on a current basis basis, and such circumstances are unlikely to be temporary; or (iib) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, available or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, Agent that will continue to provide LIBOR after such specific date (such specific date, the “"Scheduled Unavailability Date”"); or (iiic) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (ivd) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in the case of clauses (i)-(iiia) through (c) above, on a date and time determined by the Administrative Agent (any such date, the “"LIBOR Replacement Date”"), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after reasonably promptly upon the occurrence of any of the events or circumstances under clauses (ia), (iib) or (iiic) above and, solely with respect to clause (iib) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any the other Loan Document Documents with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “"LIBOR Successor Rate”"; and any such rate before giving effect to the Related Adjustment, the “"Pre-Adjustment Successor Rate”"):

Replacement of LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsDocument, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the BorrowerBorrower Agent) that the Borrower Borrowers or Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, including because the LIBOR Screen Rate is not available or published on a current basis basis, and such circumstances are unlikely to be temporary; or (iib) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, available or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, Agent that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iiic) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (ivd) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in the case of clauses (i)-(iiia) through (c) above, on a date and time determined by the Administrative Agent (any such date, the “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after reasonably promptly upon the occurrence of any of the events or circumstances under clauses (ia), (iib) or (iiic) above and, solely with respect to clause (iib) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any the other Loan Document Documents with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”):

Replacement of LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsDocument, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the BorrowerBorrower Agent) that the Borrower Borrowers or Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, including because the LIBOR Screen Rate is not available or published on a current basis basis, and such circumstances are unlikely to be temporary; or (iib) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, available or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, Agent that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iiic) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (ivd) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in the case of clauses (i)-(iiia) through (c) above, on a date and time determined by the Administrative Agent (any such date, the “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after the occurrence of any of the events or circumstances under clauses (ia), (iib) or (iiic) above and, solely with respect to clause (iib) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any the other Loan Document Documents with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”):

Replacement of LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsDocument, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the BorrowerBorrower Agent) that the Borrower Borrowers or Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, including because the LIBOR Screen Rate is not available or published on a current basis basis, and such circumstances are unlikely to be temporary; or (iib) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, available or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, Agent that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iiic) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (ivd) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in the case of clauses (i)-(iiia) through (c) above, on a date and time determined by the Administrative Agent (any such date, the ““ LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after reasonably promptly upon the occurrence of any of the events or circumstances under clauses (ia), (iib) or (iiic) above and, solely with respect to clause (iib) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any the other Loan Document Documents with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”):

Replacement of LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsDocument, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the BorrowerBorrower Agent) that the Borrower Agent or Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (iib) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator 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, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, Agent that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iiic) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (ivd) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.033.6, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; , then, in the case of clauses (i)-(iiia) through (c) above, on a date and time determined by the Administrative Agent (any such date, the “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after reasonably promptly upon the occurrence of any of the events or circumstances under clauses (ia), (iib) or (iiic) above and, solely with respect to clause (iib) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any the Loan Document Documents with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”): (x) Term SOFR plus the Related Adjustment; and

Replacement of LIBOR. Notwithstanding anything (a) If in connection with any request for a Eurodollar Loan or a conversion to the contrary in this Agreement or any other Loan Documentscontinuation thereof, if (i) the Administrative Agent determines that (which determination shall be conclusive absent manifest error)A) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such Eurodollar Loan, or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the BorrowerB) that the Borrower or Required Lenders (as applicable) have determined, that: (ix) adequate and reasonable means do not exist for ascertaining LIBOR determining the LIBO Rate for any requested Interest Period hereunder with respect to a proposed Eurodollar Loan or any other tenors of LIBORin connection with an existing or proposed ABR Loan and (y) the circumstances described in Section 3.03(c)(ii) do not apply, 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; or (ii) the administrator Administrative Agent or the Majority Lenders determine that for any reason the LIBO Rate for any requested Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over funding such Eurodollar Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or such administrator has made maintain Eurodollar Loans shall be suspended, (to the extent of the affected Eurodollar Loans or Interest Periods), and (y) in the event of a public statement identifying a specific date after which LIBOR or determination described in the LIBOR Screen preceding sentence with respect to the LIBO Rate component of the Alternate Base Rate, the utilization of the LIBO Rate component in determining the Alternate Base Rate shall no longer be made availablesuspended, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to in each case until the Administrative Agent, that will continue to provide LIBOR after such specific date Agent (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in the case of clauses a determination by the Majority Lenders described in clause (i)-(iiiii) aboveof Section 3.03(a), on a date and time determined by until the Administrative Agent (any upon instruction of the Majority Lenders) revokes such datenotice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Loans (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 ABR Loans in the amount specified therein. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, (i) on March 5, 2021 the Financial Conduct Authority (“LIBOR Replacement DateFCA”), which date shall be at the end regulatory supervisor of an Interest Period LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or on loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12- month U.S. Dollar LIBOR tenor settings. On the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period earliest of time after the occurrence of any of the events or circumstances under clauses (i)) the date that all Available Tenors of U.S. Dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (ii) or June 30, 2023, and (iii) above andthe Early Opt-in Effective Date in respect of a SOFR Early Opt-in, solely with respect to clause (ii) aboveif the then-current Benchmark is LIBOR, no later than the Scheduled Unavailability Date, LIBOR Benchmark Replacement will be replaced replace such Benchmark for all purposes hereunder and under any Loan Document with, subject to the proviso below, the first available alternative set forth in the order below for respect of any payment period for interest calculated that can be determined by the Administrative Agent, in each case, setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest will be payable on a monthly basis; (ii) (A) upon (1) the occurrence of a Benchmark Transition Event or (2) a determination by the Administrative Agent that neither of the alternatives under clause (a) of the definition of Benchmark Replacement are available, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth Business Day after the date notice of such Benchmark Replacement is provided to Lenders, without any amendment to, or further action or consent of any other party to, any Loan Document as long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising at least the Majority Lenders (the “LIBOR Successor Rate”; and any such rate before giving effect to objection shall be conclusive and binding absent manifest error); provided, that solely in the Related Adjustmentevent that the then-current Benchmark at the time of such Benchmark Transition Event is not a SOFR-based rate, the “PreBenchmark Replacement therefor shall be determined in accordance with clause (a) of the definition of Benchmark Replacement unless the Administrative Agent determines that neither of such alternative rates is available; and (B) on the Early Opt-Adjustment Successor in Effective Date in respect of an Other Rate Early Opt-in, the Benchmark Replacement will replace LIBOR for all purposes under the Loan Documents in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to, any Loan Document; and (iii) at any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans. During the period referenced in the foregoing sentence, the component of the Alternate Base Rate based on the Benchmark will not be used in any determination of the Alternate Base Rate”):.

Replacement of LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsDocument, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the BorrowerBorrower Agent) that the Borrower Agent or Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining the LIBOR Rate for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (iib) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator 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, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, Agent that will continue to provide LIBOR after such specific date (such specific date, the “"Scheduled Unavailability Date”"); or (iiic) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (ivd) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.033.5, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; , then, in the case of clauses (i)-(iiia) through (c) above, on a date and time determined by the Administrative Agent (any such date, the “"LIBOR Replacement Date”"), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after reasonably promptly upon the occurrence of any of the events or circumstances under clauses (ia), (iib) or (iiic) above and, solely with respect to clause (iib) above, no later than the Scheduled Unavailability Date, the LIBOR Rate will be replaced hereunder and under any the Loan Document Documents with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “"LIBOR Successor Rate”"; and any such rate before giving effect to the Related Adjustment, the “"Pre-Adjustment Successor Rate”"):

Replacement of LIBOR. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent Bank determines (which determination shall be conclusive absent manifest error), or the Administrative Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) notifies Bank that the Borrower or Required Lenders (as applicable) Borrowers have determined, that: : (i) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, including because The Wall Street Journal does not publish the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or or (ii) the administrator of the LIBOR Screen Rate ICE Benchmark Administration Data Service or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator Bank 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, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date loans (such specific date, the “"Scheduled Unavailability Date”"); or , or (iii) loans that are being executed at or about the administrator same time of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors execution of LIBOR are no longer representative; or (iv) syndicated loans currently being executedthis Agreement, or that include language similar to that contained in this Section 3.031.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; , then, in the case reasonably promptly after such determination by Bank or receipt by Bank of clauses (i)-(iii) above, on a date and time determined by the Administrative Agent (any such date, the “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment datenotice, as applicable, for interest calculated and shall occur within a reasonable period of time after Bank with the occurrence of any written consent of the events Borrowers may amend this Agreement to replace LIBOR 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 (as defined below) and any such amendment shall become effective at 5:00 p.m. (Pacific time) on the fifth Business Day after Bank shall have posted such proposed amendment (which shall have been approved in writing by the Borrowers) to the Borrowers. (b) If no LIBOR Successor Rate has been determined and the circumstances under clauses clause (ia)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), Bank will promptly so notify the Borrowers. Thereafter, the obligation of the Bank to make or maintain Loans based on LIBOR shall be suspended. Upon receipt of such notice, any Borrower may revoke any pending request for a borrowing Loans. (iic) or 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. (iiid) above andAs used above: "LIBOR Successor Rate Conforming Changes" means, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any Loan Document with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “proposed LIBOR Successor Rate”; and , any such rate before giving effect conforming changes to the Related Adjustmenttiming and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the “Pre-Adjustment discretion of Bank and the Borrowers, to reflect the adoption of such LIBOR Successor Rate”):Rate and to permit the administration thereof by Bank in a manner substantially consistent with market practice (or, if Bank determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as Bank determines in consultation with the Borrowers).

Replacement of LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsDocument, if the Administrative Agent Lender determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) notifies Lender that the Borrower or Required Lenders (as applicable) Borrowers have determined, that: (ia) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, including because the LIBOR Screen Rate is not available or published on a current basis basis, and such circumstances are unlikely to be temporary; or (iib) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent Lender or such administrator has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, available or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, Lender that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iiic) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (ivd) syndicated commercial loans currently being executed, or that include language similar to that contained in this Section 3.03Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in the case of clauses (i)-(iiia) through (c) above, on a date and time determined by the Administrative Agent Lender (any such date, the “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after reasonably promptly upon the occurrence of any of the events or circumstances under clauses (ia), (iib) or (iiic) above and, solely with respect to clause (iib) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any the other Loan Document Documents with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative AgentLender, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”): (x) Term SOFR plus the Related Adjustment; and (y) SOFR plus the Related Adjustment; and in the case of clause (d) above, Lender may amend this Agreement solely for the purpose of replacing LIBOR under this Agreement and the other Loan Documents in accordance with the definition of “LIBOR Successor Rate” and such amendment will become effective at 5:00 p.m. on the fifth Business Day after Lender has notified Borrower Agent of the occurrence of the circumstances described in clause (d) above; provided that if Lender determines that Term SOFR has become available, is administratively feasible for Lender and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect was so identified, and notifies Borrower Agent of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than 30 days after the date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment. Lender will promptly (in one or more notices) notify Borrower Agent of (x) any occurrence of any events, periods or circumstances under clauses (a) through (c) above, (y) a LIBOR Replacement Date, and (z) the LIBOR Successor Rate. Any LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Lender, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by Lender. Notwithstanding anything to the contrary in any Loan Document, if at any time any LIBOR Successor Rate as so determined would otherwise be less than 0.25%, the LIBOR Successor Rate will be deemed to be 0.25% for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBOR Successor Rate, Lender will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, Lender shall deliver each amendment implementing such LIBOR Successor Rate Conforming Changes to Borrower Agent reasonably promptly after such amendment becomes effective. If events or circumstances of the type described in clauses (a) through (c) above occur with respect to any LIBOR Successor Rate then in effect, the successor rate thereto shall be determined in accordance with the definition of “LIBOR Successor Rate.”

Replacement of LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsDocument, if the Administrative Agent determines in consultation with Borrower Agent (which determination shall be conclusive absent manifest error), or the Borrower Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the BorrowerBorrower Agent) that the Borrower or Borrowers and Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, including because the LIBOR Screen Rate is not available or published on a current basis basis, and such circumstances are unlikely to be temporary; or (iib) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, available or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent, Agent that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iiic) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (ivd) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in the case of clauses (i)-(iiia) through (c) above, on a date and time determined by the Administrative Agent (in consultation with Borrower Agent) (any such date, the “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after reasonably promptly upon the occurrence of any of the events or circumstances under clauses (ia), (iib) or (iiic) above and, solely with respect to clause (iib) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any the other Loan Document Documents with, subject to the proviso below, in consultation with Borrower Agent the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”): (e) Term SOFR plus the Related Adjustment; and (f) SOFR plus the Related Adjustment; and in the case of clause (d) above, Agent and Borrower Agent may amend this Agreement solely for the purpose of replacing LIBOR under this Agreement and the other Loan Documents in accordance with the definition of “LIBOR Successor Rate” and such amendment will become effective at 5:00 p.m. on the fifth Business Day after Agent has notified Lenders and Borrower Agent of the occurrence of the circumstances described in clause (d) above unless, prior to such time, Required Lenders have delivered to Agent written notice that such Required Lenders object to the implementation of a LIBOR Successor Rate pursuant to such clause; provided that if Agent determines that Term SOFR has become available, is administratively feasible for Agent and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect was so identified, and notifies Borrower Agent and Lenders of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than 30 days after the date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment. Agent will promptly (in one or more notices) notify Borrower Agent and Lenders of (x) any occurrence of any events, periods or circumstances under clauses (a) through (c) above, (y) a LIBOR Replacement Date, and (z) the LIBOR Successor Rate. Any LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by Agent. Notwithstanding anything to the contrary in any Loan Document, if at any time any LIBOR Successor Rate as so determined would otherwise be less than 0.25%, the LIBOR Successor Rate will be deemed to be 0.25% for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBOR Successor Rate, Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time in consultation with the Borrower Agent solely to the extent that such LIBOR Successor Rate Conforming Changes give due consideration to any evolving or then existing convention for similar dollar denominated syndicated credit facilities for such alternate benchmark rates for similarly situated borrowers and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to Borrower Agent and Lenders reasonably promptly after such amendment becomes effective. If events or circumstances of the type described in clauses (a) through (c) above occur with respect to any LIBOR Successor Rate then in effect, the successor rate thereto shall be determined in accordance with the definition of “LIBOR Successor Rate.”

Replacement of LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsDocument, if the Administrative Agent Lender determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) notifies Lender that the Borrower or Required Lenders (as applicable) have has determined, that: (ia) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, including because the LIBOR Screen Rate is not available or published on a current basis basis, and such circumstances are unlikely to be temporary; or (iib) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent Lender or such administrator has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, available or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, Lender that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iiic) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (ivd) syndicated commercial loans currently being executed, or that include language similar to that contained in this Section 3.03Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in the case of clauses (i)-(iiia) through (c) above, on a date and time determined by the Administrative Agent Lender (any such date, the “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after reasonably promptly upon the occurrence of any of the events or circumstances under clauses (ia), (iib) or (iiic) above and, solely with respect to clause (iib) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any the other Loan Document Documents with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative AgentLender, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”): (x) Term SOFR plus the Related Adjustment; and (y) SOFR plus the Related Adjustment; and in the case of clause (d) above, Lender may amend this Agreement solely for the purpose of replacing LIBOR under this Agreement and the other Loan Documents in accordance with the definition of “LIBOR Successor Rate” and such amendment will become effective at 5:00 p.m. on the fifth Business Day after Lender has notified Borrower of the occurrence of the circumstances described in clause (d) above; provided that if Lender determines that Term SOFR has become available, is administratively feasible for Lender and would have been identified as the Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect was so identified, and notifies Borrower of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than 30 days after the date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment. Lender will promptly (in one or more notices) notify Borrower of (x) any occurrence of any events, periods or circumstances under clauses (a) through (c) above, (y) a LIBOR Replacement Date, and (z) the LIBOR Successor Rate. Any LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Lender, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by Lender. Notwithstanding anything to the contrary in any Loan Document, if at any time any LIBOR Successor Rate as so determined would otherwise be less than 0.00%, the LIBOR Successor Rate will be deemed to be 0.00% for the purposes of this Agreement and the other Loan Documents. In connection with the implementation of a LIBOR Successor Rate, Lender will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, Lender shall deliver each amendment implementing such LIBOR Successor Rate Conforming Changes to Borrower reasonably promptly after such amendment becomes effective. If events or circumstances of the type described in clauses (a) through (c) above occur with respect to any LIBOR Successor Rate then in effect, the successor rate thereto shall be determined in accordance with the definition of “LIBOR Successor Rate.”

Replacement of LIBOR. Notwithstanding anything to the contrary in this Agreement or If at any other Loan Documents, if time the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary; or temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator 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 rates for loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in the case of clauses (i)-(iii) above, on a date and time determined by then the Administrative Agent (any 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 datetime, the “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period enter into an amendment to this Agreement to reflect such alternate rate of time after the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect interest and such other related changes to clause (ii) above, no later than the Scheduled Unavailability Date, LIBOR will this Agreement as may be replaced hereunder and under any Loan Document with, subject applicable. Notwithstanding anything to the proviso belowcontrary in Section 11.2, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, such amendment shall become effective without any amendment to, or 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 of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 4.8(c), only to the extent LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Conversion/Continuation that requests the conversion of any Revolving Credit Loan to, this Agreement or continuation of any other Revolving Credit Loan Document as, a LIBOR Rate Loan shall be ineffective, and (the “y) if any Notice of Borrowing requests a LIBOR Successor Rate”Rate Loan, such borrowing shall be made as a Base Rate Loan; and any provided that, if such alternate rate of interest shall be less than zero, such rate before giving effect shall be deemed to be zero for the Related Adjustment, the “Pre-Adjustment Successor Rate”):purposes of this Agreement.

Replacement of LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsDocument, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Parent Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Parent Borrower) that the Borrower Borrowers or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, including because the LIBOR Screen Rate is not available or published on a current basis 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 or such administrator has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, available or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, Agent that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in the case of clauses (i)-(iiii) through (iii) above, on a date and time determined by the Administrative Agent (any such date, the a “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any the other Loan Document Documents with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Pre Adjustment Successor Rate”):

Replacement of LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsDocument, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the BorrowerBorrower Agent) that the Borrower Borrowers or Required Lenders (as applicable) have determined, that: (ia) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, including because the LIBOR Screen Rate is not available or published on a current basis basis, and such circumstances are unlikely to be temporary; or (iib) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, available or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, Agent that will continue to provide LIBOR after such specific date (such specific date, the “"Scheduled Unavailability Date”"); or (iiic) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (ivd) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in the case of clauses (i)-(iiia) through (c) above, on a date and time determined by the Administrative Agent (any such date, the “"LIBOR Replacement Date”"), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after the occurrence of any of the events or circumstances under clauses (ia), (iib) or (iiic) above and, solely with respect to clause (iib) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any the other Loan Document Documents with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “"LIBOR Successor Rate”"; and any such rate before giving effect to the Related Adjustment, the “"Pre-Adjustment Successor Rate”"):

Replacement of LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsDocument, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower Borrowers or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder or any other tenors of LIBOR, including, without limitation, including because the LIBOR Screen Rate is not available or published on a current basis 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 or such administrator has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, available or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, Agent that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in the case of clauses (i)-(iiii) through (iii) above, on a date and time determined by the Administrative Agent (any such date, the “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any the other Loan Document Documents with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”):

Replacement of LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period hereunder or any other tenors of LIBOR, including, without limitation, because the LIBOR EurocurrencyLIBOR 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 EurocurrencyLIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which LIBOR or the LIBOR EurocurrencyLIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”),; or (iii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or (iv) syndicated loans currently being executed, or that include language similar to that contained in this Section Section, 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,; then, in 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 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. (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 Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such xxxxxxxxx.xx the case of clauses (i)-(iii) above, on a date and time determined by the Administrative Agent (any such date, the “LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any Loan Document with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”):