Common use of Successor LIBOR Rate Index Clause in Contracts

Successor LIBOR 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) hereof have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 3.8.1(a) hereof have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body having jurisdiction over Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than the LIBOR 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 the Borrower) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR 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) hereof have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 3.8.1(a) hereof have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body having jurisdiction over Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than the LIBOR 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 the BorrowerBorrowing Agent) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (ai) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (ia) (Ai) the circumstances set forth in Section 3.8.1(a) hereof 4.4 [LIBOR Rate Unascertainable, Etc.] have arisen and are unlikely to be temporary, or (Bii) the circumstances set forth in Section 3.8.1(a) hereof 4.4 have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “"LIBOR Termination Date”"), or (iib) a rate other than the LIBOR Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the Borrower) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (a) If the Administrative 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) hereof 4.4 [LIBOR Rate Unascertainable, Etc.] have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 3.8.1(a) hereof 4.4 have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than the LIBOR Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the Borrower) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (ai) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (ia) (Ax) the circumstances set forth in Section 3.8.1(a) hereof 4.4.1 [Unascertainable] have arisen and are unlikely to be temporary, or (By) the circumstances set forth in Section 3.8.1(a) hereof 4.4.1 [Unascertainable] have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (iib) a rate other than the LIBOR Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the BorrowerBorrowing Agent) choose a replacement DMEAST #35945034 v12 53 index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (a) If the Agent determines (which determination shall be final and conclusive, absent manifest error) that either (ia) (Ai) the circumstances set forth in Section 3.8.1(a) hereof 3.8 have arisen and are unlikely to be temporary, or (Bii) the circumstances set forth in Section 3.8.1(a) hereof 3.8 have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body having jurisdiction over the Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “"LIBOR Termination Date”"), or (iib) a rate other than the LIBOR 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 BorrowerBorrowing Agent) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (ai) If the Agent determines (which determination shall be final and conclusive, absent manifest error) that either (iA) (A1) the circumstances set forth in Section 3.8.1(a3.8(a)(i) hereof have arisen and are unlikely to be temporary, or (B2) the circumstances set forth in Section 3.8.1(a3.8(a)(i) hereof have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body having jurisdiction over the Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (iiB) a rate other than the LIBOR 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 BorrowerBorrowing Agent) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (ai) If Notwithstanding anything herein to the contrary, if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (ia) (Ai) the circumstances set forth in Section 3.8.1(a) hereof 3.4.1 have arisen and are unlikely to be temporary, or (Bii) the circumstances set forth in Section 3.8.1(a) hereof 3.4.1 have not arisen but the applicable supervisor or administrator (if any) of the a LIBOR Rate or a Governmental an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans in Dollars (either such date, a “LIBOR Rate Termination Date”), or (iib) a rate other than the LIBOR Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the BorrowerBorrowers) choose a replacement index for the LIBOR Rate in respect of Loans in Dollars, 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (ai) If the Administrative 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(a2.14(a) hereof have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 3.8.1(a2.14(a) hereof have not arisen but the applicable supervisor or administrator (if any) of the LIBOR LIBO Rate or a Governmental Body Authority having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBOR LIBO Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than the LIBOR LIBO Rate has become a widely recognized benchmark rate for newly originated floating rate commercial loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation shall consult with the Borrower) choose Borrower Representative, and the Administrative Agent and the Borrower Representative shall endeavor to agree upon a replacement index for the LIBOR LIBO 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 LIBOR LIBO Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (ai) If the Agent determines (which determination shall be final and conclusive, absent manifest error) that either (ia) (Ai) the circumstances set forth in Section 3.8.1(a3.5(a) hereof or Section 3.5(c) have arisen and are unlikely to be temporary, or (Bii) the circumstances set forth in Section 3.8.1(a3.5(a) hereof or Section 3.5(c) have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body Authority having jurisdiction over the Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (iib) a rate other than the LIBOR 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 LIBOR Rate and make adjustments to applicable margins the Applicable Margin 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 LIBOR RateLIBOR-based interest rate in effect prior to its replacement.

Successor LIBOR 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) hereof have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 3.8.1(a) hereof have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body having jurisdiction over Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than the LIBOR 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 the BorrowerBorrowers) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (a) If the 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) hereof have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 3.8.1(a) hereof have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body having jurisdiction over the Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than the LIBOR 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 LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (a) If Agent the Lender determines (which determination shall be final and conclusive, absent manifest error) that either (ia) (Ai) the circumstances set forth in Section 3.8.1(a) hereof 2.9 or Section 2.11 have arisen and are unlikely to be temporary, or (Bii) the circumstances set forth in Section 3.8.1(a) hereof 2.9 or Section 2.11 have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body Authority having jurisdiction over Agent the Lender has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (iib) a rate other than the LIBOR Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then Agent the Lender may (in consultation with the Borrower) choose a replacement index for the LIBOR Rate and make adjustments to applicable margins the Eurodollar Margin 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 LIBOR RateLIBOR-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (ai) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (ia) (Ai) the circumstances set forth in Section 3.8.1(a) hereof 4.5.1 have arisen and are unlikely to be temporary, or (Bii) the circumstances set forth in Section 3.8.1(a) hereof 4.5.1 have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (iib) a rate other than the LIBOR Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the Borrower) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (ai) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (iA) (A1) the circumstances set forth in Section 3.8.1(a2.09(c) hereof have arisen and are unlikely to be temporary, or (B2) the circumstances set forth in Section 3.8.1(a2.09(c) hereof have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body Authority having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (iiB) a rate other than the LIBOR Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the Borrower) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (ai) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (ia) (Ai) the circumstances set forth in Section 3.8.1(a) hereof 4.4.1 have arisen and are unlikely to be temporary, or (Bii) the circumstances set forth in Section 3.8.1(a) hereof 4.4.1 have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a an Governmental Body Entity having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (iib) a rate other than the LIBOR Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the prior consent of the Borrower) choose a replacement index for the LIBOR Rate and make adjustments to applicable margins and related amendments to this Agreement as agreed to by the Borrower 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (ai) If the Administrative Agent determines in good faith (which determination shall be final and conclusive, absent manifest error) that either (ia) (A1) the circumstances set forth in Section 3.8.1(a4.4(a) hereof have arisen and are unlikely to be temporary, or (B2) the circumstances set forth in Section 3.8.1(a4.4(a) hereof have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “"LIBOR Termination Date”"), or (iib) a rate other than the LIBOR 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 and the Borrower) Borrower shall endeavor to choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacementbelow.

Successor LIBOR Rate Index. (a) If the Agent determines (which determination shall be final and conclusive, absent manifest error) that either (ia) (Ai) the circumstances set forth in Section 3.8.1(a) hereof 3.8 have arisen and are unlikely to be temporary, or (Bii) the circumstances set forth in Section 3.8.1(a) hereof 3.8 have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body having jurisdiction over the Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (iib) a rate other than the LIBOR 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 BorrowerBorrowing Agent) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (ai) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (iA) (Ai) the circumstances set forth in Section 3.8.1(a3.03(a) hereof have arisen and are unlikely to be temporary, or (Bii) the circumstances set forth in Section 3.8.1(a3.03(a) hereof have not arisen but the applicable supervisor or administrator (if any) of the LIBOR 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 LIBOR Eurodollar Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (iiB) a rate other than the LIBOR Eurodollar Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the BorrowerCompany) choose a replacement index for the LIBOR 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 LIBOR Eurodollar Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (a) If the Agent determines (which determination shall be final and conclusive, absent manifest demonstrable error) that either (i) (A) the circumstances set forth in Section 3.8.1(a) hereof have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 3.8.1(a) hereof have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body having jurisdiction over the Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than the LIBOR 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 LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.. 66 074658.18062/111245555v.10

Successor LIBOR Rate Index. (ai) If the Agent determines (which determination shall be final and conclusive, absent manifest error) that either (ia) (Ai) the circumstances set forth in Section 3.8.1(a) hereof 3.8.1 have arisen and are unlikely to be temporary, or (Bii) the circumstances set forth in Section 3.8.1(a) hereof 3.8.1 have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body Authority having jurisdiction over the Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (iib) a rate other than the LIBOR 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 BorrowerBorrowing Agent) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR 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) hereof have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 3.8.1(a) hereof have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body having jurisdiction over Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “"LIBOR Termination Date”"), or (ii) a rate other than the LIBOR 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 the BorrowerBorrowing Agent) choose a replacement index for the LIBOR 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 immediately following such replacement will be substantially equivalent to the all-in LIBOR Rate-based interest rate in effect immediately prior to its replacement.

Successor LIBOR Rate Index. (a) If the Agent determines in good faith (which determination shall be final and conclusive, absent manifest error) that either (i) (A) the circumstances set forth in Section 3.8.1(a) hereof have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 3.8.1(a) hereof have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body having jurisdiction over the Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than the LIBOR 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 BorrowerBorrowing Agent) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (ai) If Agent determines (which determination shall be final and conclusive, absent manifest error) that either (i1) (A) the circumstances set forth in Section 3.8.1(aSections 3.8(a) hereof through (d) have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 3.8.1(aSections 3.8.(a) hereof through (d) have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body having jurisdiction over the Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “"LIBOR Termination Date”"), or (ii2) a rate other than the LIBOR 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 BorrowerBorrowers) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (ai) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (ia) (Ai) the circumstances set forth in Section 3.8.1(a) hereof 4.4 [LIBOR Rate Unascertainable, Etc.] have arisen and are unlikely to be temporary, or (Bii) the circumstances set forth in Section 3.8.1(a) hereof 4.4 have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (iib) a rate other than the LIBOR Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the BorrowerBorrowers) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.. 57 219962390

Successor LIBOR Rate Index. (ai) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (ia) (Ai) the circumstances set forth in Section 3.8.1(a) hereof 3.4 [Rates Unascertainable, Etc.] have arisen and are unlikely to be temporary, or (Bii) the circumstances set forth in Section 3.8.1(a) hereof 3.4 [Rates Unascertainable, Etc.] have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental an Official Body having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (iib) a rate other than the LIBOR Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the Borrower) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (ai) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (ia) (Ai) the circumstances set forth in Section 3.8.1(a) hereof 4.4 [LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available] have arisen and are unlikely to be temporary, or (Bii) the circumstances set forth in Section 3.8.1(a) hereof 4.4 have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body Authority having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (iib) a rate other than the LIBOR Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the Borrower) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (a) If the 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) hereof have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 3.8.1(a) hereof have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body having jurisdiction over Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than the LIBOR 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 the BorrowerBorrowers) choose a replacement index for the LIBOR 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 LIBOR Rate-based interest rate in effect prior to its replacement.

Successor LIBOR Rate Index. (a) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (i) (Ax) the circumstances set forth in Section 3.8.1(a) hereof 4.3 have arisen and are unlikely to be temporary, or (By) the circumstances set forth in Section 3.8.1(a) hereof 4.3 have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body Authority having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”” ), or (ii) a rate other than the LIBOR Rate has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the Borrower) choose a replacement index for the LIBOR 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 LIBOR Raterate-based interest rate in effect prior to its replacement.. ‑58‑