Common use of Successor Eurodollar Rate Index Clause in Contracts

Successor Eurodollar Rate Index. (a) If Agent determines (which determination shall be final and conclusive, absent manifest error) that either (i)(A) the circumstances set forth in Section 3.8.1 (a) have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 3.8.1 (a) have not arisen but the applicable supervisor or administrator (if any) of the Eurodollar Rate or a Governmental Body having jurisdiction over Agent has made a public statement identifying the specific date after which the Eurodollar Rate shall no longer be used for determining interest rates for loans (either such date, a “Eurodollar Termination Date”), or (ii) a rate other than the Eurodollar Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then Agent may (in consultation with Borrower) choose a replacement index for the Eurodollar Rate and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in Eurodollar Rate-based interest rate in effect prior to its replacement. (b) Agent and Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the Other Documents (including, without limitation, Section 16.2), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Lenders, unless Agent receives, on or before such tenth (10th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a Eurodollar Rate-based rate to a replacement index-based rate, and (ii) may also reflect adjustments to account for (x) the effects of the transition from the Eurodollar Rate to the replacement index and (y) yield- or risk-based differences between the Eurodollar Rate and the replacement index. (d) Until an amendment reflecting a new replacement index in accordance with this Section 3.8.2 is effective, each advance, conversion and renewal of a Eurodollar Rate Loan will continue to bear interest with reference to the Eurodollar Rate; provided however, that if Agent determines (which determination shall be final and conclusive, absent manifest error) that a Eurodollar Termination Date has occurred, then following the Eurodollar Termination Date, all Eurodollar Rate Loans shall automatically be converted to Domestic Rate Loans until such time as an amendment reflecting a replacement index and related matters as described above is implemented. (e) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.”

Successor Eurodollar Rate Index. (a) If the Administrative Agent determines in good faith (which determination shall be final and conclusive, absent manifest error) that either (i)(Aa) (i) the circumstances set forth in Section 3.8.1 (a) 3.03 have arisen and are unlikely to be temporary, or (Bii) the circumstances set forth in Section 3.8.1 (a) 3.03 have not arisen but the applicable supervisor or administrator (if any) of the Eurodollar Rate or a Governmental Body Authority having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the Eurodollar Rate shall no longer be used for determining interest rates for loans (either such date, a “Eurodollar LIBOR Termination Date”), or (iib) a rate other than the Eurodollar Rate has become a widely recognized benchmark rate for newly originated revolving loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with Borrower) and the Borrower shall endeavor to choose a replacement index for the Eurodollar Rate and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in Eurodollar Rate-based interest rate in effect prior to its replacementbelow. (b) The Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion determination of Agentthe Administrative Agent and the Borrower, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the Other other Loan Documents (including, without limitation, Section 16.210.01), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. New York City time on the tenth fifth (10th5th) Business Day after the date a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such tenth fifth (10th5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated revolving loans in the United States and revolving loans converted from a Eurodollar Rate-based rate to a replacement index-based rate, and (ii) may also reflect adjustments to account for (x) the effects of the transition from the Eurodollar Rate to the replacement index and (y) yield- or risk-based differences between the Eurodollar Rate and the replacement index. (d) Until an amendment reflecting a new replacement index in accordance with this Section 3.8.2 3.04 is effective, each advance, conversion and renewal of a Eurodollar Rate Loan will continue to bear interest with reference to the Eurodollar Rate; provided however, that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a Eurodollar LIBOR Termination Date has occurred, then following the Eurodollar LIBOR Termination Date, all Eurodollar Rate Loans would otherwise apply shall automatically be converted to Domestic the Base Rate Loans until such time as an amendment reflecting a replacement index and related matters as described above is implemented. (e) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.”

Successor Eurodollar Rate Index. (a) If the Agent determines (which determination shall be final and conclusive, absent manifest error) that either (i)(Ai) (A) the circumstances set forth in Section 3.8.1 (a) have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 3.8.1 (a) have not arisen but the applicable supervisor or administrator (if any) of the Eurodollar Rate or a Governmental Body having jurisdiction over the Agent has made a public statement identifying the specific date after which the Eurodollar Rate shall no longer be used for determining interest rates for loans (either such date, a “Eurodollar Termination Date”), or (ii) a rate other than the Eurodollar Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Agent may (in consultation with the Borrower) choose a replacement index for the Eurodollar Rate and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in Eurodollar Rate-based interest rate in effect prior to its replacement. (b) If the Agent determines (which determination shall be final and Borrower conclusive, absent manifest error) that either (i) (A) the circumstances set forth in Section 3.8.1 (a) have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 3.8.1 (a) have not arisen but the applicable supervisor or administrator (if any) of the Eurodollar Rate or a Governmental Body having jurisdiction over the Agent has made a public statement identifying the specific date after which the Eurodollar Rate shall enter into an amendment no longer be used for determining interest rates for loans (either such date, a “Eurodollar Termination Date”), or (ii) a rate other than the Eurodollar Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Agent may (in consultation with the Borrower) choose a replacement index for the Eurodollar Rate and make adjustments to applicable margins and related amendments to this Agreement as referred to reflect below such that, to the extent practicable, the all-in interest rate based on the replacement index, index will be substantially equivalent to the adjusted margins and such other related amendments as may be appropriate, all-in the discretion of Agent, for the implementation and administration of the replacement indexEurodollar Rate-based rate. Notwithstanding anything interest rate in effect prior to the contrary in this Agreement or the Other Documents (including, without limitation, Section 16.2), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Lenders, unless Agent receives, on or before such tenth (10th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendmentits replacement. (c) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a Eurodollar Rate-based rate to a replacement index-based rate, and (ii) may also reflect adjustments to account for (x) the effects of the transition from the Eurodollar Rate to the replacement index and (y) yield- or risk-based differences between the Eurodollar Rate and the replacement index. (d) Until an amendment reflecting a new replacement index in accordance with this Section 3.8.2 is effective, each advance, conversion and renewal of a Eurodollar Rate Loan will continue to bear interest with reference to the Eurodollar Rate; provided however, that if the Agent determines (which determination shall be final and conclusive, absent manifest error) that a Eurodollar Termination Date has occurred, then following the Eurodollar Termination Date, all Eurodollar Rate Loans shall automatically be converted to Domestic Rate Loans until such time as an amendment reflecting a replacement index and related matters as described above is implemented. (e) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.”

Successor Eurodollar Rate Index. (a) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) or, solely in the cause of clause (ii) below, if the Required Managing Agents notify the Administrative Agent (with a copy to the Issuer) that either the Required Managing Agents have determined (i)(Awhich determination shall be final and conclusive, absent manifest error) that (i) (A) the circumstances set forth in Section 3.8.1 (a) the second sentence of the definition of Eurodollar Rate have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 3.8.1 (a) the second sentence of the definition of Eurodollar Rate have not arisen but (i) the applicable supervisor or administrator (if any) of the Eurodollar Rate or a Governmental Body having jurisdiction over the Administrative Agent has published or made a public statement identifying the specific date after which the Eurodollar Rate shall no longer be used for determining interest rates for loans (either such date, a “Eurodollar Termination Date”), or (ii) a rate other than the Eurodollar Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, or (iii) a public statement or publication of information was made by the regulatory supervisor for the administrator (if any) of the Eurodollar Rate or a Governmental Body having jurisdiction over the Administrative Agent has made a public statement that the Eurodollar Rate is no longer representative, then the Administrative Agent may (in consultation with Borrowerthe Issuer) choose a replacement index for the Eurodollar Rate and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in Eurodollar Rate-based interest rate in effect prior to its replacement. (b) Agent and Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the Other Documents (including, without limitation, Section 16.2), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Lenders, unless Agent receives, on or before such tenth (10th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a Eurodollar Rate-based rate to a replacement index-based rate, and (ii) may also reflect adjustments to account for (x) the effects of the transition from the Eurodollar Rate to the replacement index and (y) yield- or risk-based differences between the Eurodollar Rate and the replacement index. (d) Until an amendment reflecting a new replacement index in accordance with this Section 3.8.2 is effective, each advance, conversion and renewal of a Eurodollar Rate Loan will continue to bear interest with reference to the Eurodollar Rate; provided however, that if Agent determines (which determination shall be final and conclusive, absent manifest error) that a Eurodollar Termination Date has occurred, then following the Eurodollar Termination Date, all Eurodollar Rate Loans shall automatically be converted to Domestic Rate Loans until such time as an amendment reflecting a replacement index and related matters as described above is implemented. (e) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.”

Successor Eurodollar Rate Index. (a) If the Administrative Agent determines in good faith (which determination shall be final and conclusive, absent manifest error) that either (i)(Aa) (i) the circumstances set forth in Section 3.8.1 (a) 3.03 have arisen and are unlikely to be temporary, or (Bii) the circumstances set forth in Section 3.8.1 (a) 3.03 have not arisen but the applicable supervisor or administrator (if any) of the Eurodollar Rate or a Governmental Body Authority having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the Eurodollar Rate shall no longer be used for determining interest rates for loans (either such date, a “Eurodollar LIBOR Termination Date”), or (iib) a rate other than the Eurodollar Rate has become a widely recognized benchmark rate for newly originated revolving loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with Borrower) and the Borrower shall endeavor to choose a replacement index for the Eurodollar Rate and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in Eurodollar Rate-based interest rate in effect prior to its replacementbelow. (b) The Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion determination of Agent, the Administrative Agent and the Borrower for the its implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the Other other Loan Documents (including, without limitation, Section 16.210.01), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. New York City time on the tenth fifth (10th5th) Business Day after the date a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such tenth fifth (10th5th) Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. (c) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated revolving loans in the United States and revolving loans converted from a Eurodollar Rate-based rate to a replacement index-based rate, and (ii) may also reflect adjustments to account for (x) the effects of the transition from the Eurodollar Rate to the replacement index and (y) yield- or risk-based differences between the Eurodollar Rate and the replacement index. (d) Until an amendment reflecting a new replacement index in accordance with this Section 3.8.2 3.04 is effective, each advance, conversion and renewal of a Eurodollar Rate Loan will continue to bear interest with reference to the Eurodollar Rate; provided however, that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a Eurodollar LIBOR Termination Date has occurred, then following the Eurodollar LIBOR Termination Date, all Eurodollar Rate Loans would otherwise apply shall automatically be converted to Domestic the Base Rate Loans until such time as an amendment reflecting a replacement index and related matters as described above is implemented. (e) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.”