Common use of Replacing LIBOR Clause in Contracts

Replacing LIBOR. On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of 1-month and 3-month, LIBOR tenor settings. On the earlier of (A) the date that all Available Tenors of LIBOR have either 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 and (B) the Early Opt-in Effective Date, if the then-current Benchmark with respect to the Term Loan P is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document 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 this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Replacing LIBOR. On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of 1one-month and 3three-month, month LIBOR tenor settings. On the earlier of (Ai) the date that all Available Tenors of LIBOR have either 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 and (Bii) the Early Opt-in Effective Date, if the then-current Benchmark with respect to the Term Loan P is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document 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 this 46267678.11 Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly quarterly basis.

Replacing LIBOR. On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of 1-1‑month, 3‑month, 6‑month and 12‑ month and 3-month, LIBOR tenor settings. On the earlier of (Aa) the date that all Available Tenors of LIBOR have either 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 and (Bb) the Early Opt-in Opt‑in Effective Date, if the then-current then‑current Benchmark with respect to the Term Loan P is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document 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 this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Replacing LIBOR. On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of 1overnight/Spot Next, 3-month and 3-month, LIBOR tenor settings. On the earlier of (Ai) the date that all Available Tenors of LIBOR have either 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 and (Bii) the Early Opt-in Effective Date, if the then-current Benchmark with respect to the Term Loan P is LIBOR, the Benchmark Replacement will replace such Benchmark LIBOR for all purposes hereunder and under any Loan Transaction Document in respect of any setting of such Benchmark LIBOR on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement Indenture or any other Loan Transaction Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will shall continue to be payable made on a monthly basisthe Interest Payment Dates.