Common use of Successor LIBOR Rate Index Clause in Contracts

Successor LIBOR Rate Index. (i) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or if an Early Opt-in Event has occurred with respect to the LIBO Rate, the Administrative Agent and the Borrower Representative may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement; and any such amendment will become effective at 5:00 p.m. New York City time on the fifth (5th) Business Day after the Administrative Agent has provided such proposed amendment to all Lenders, so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Until the Benchmark Replacement with respect to the LIBO Rate is effective, each advance, conversion and renewal of a Loan bearing interest at the LIBO Rate will continue to bear interest with reference to the LIBO Rate; provided however, during a Benchmark Unavailability Period (i) any pending selection of, conversion to or renewal of a Loan bearing interest at the LIBO Rate that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of the Alternate Base Rate in the amount of such Loan, (ii) all outstanding Loans bearing interest at the LIBO Rate shall automatically be converted to ABR Loans at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain such affected LIBOR Loan) and (iii) the component of the Alternate Base Rate based upon the LIBO Rate will not be used in any determination of the Alternate Base Rate.

Successor LIBOR Rate Index. If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (a) (i) the circumstances set forth in Section 3.4.1 [Unascertainable] have arisen and are unlikely to be temporary, or (ii) the circumstances set forth in Section 3.4.1 [Unascertainable] have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or 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 (b) a rate other than the LIBOR Rate has become a widely recognized benchmark rate for newly originated syndicated loans in the U.S. market, then the Administrative Agent may (in consultation with the Borrowers) 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. The Administrative Agent and the Borrowers 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 for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary herein in this Agreement or in the other Loan Documents (including, without limitation, Section 10.1 [Modifications, Amendments or Waivers], such amendment shall become effective without any further action or consent of any other Loan Document, upon the occurrence of a Benchmark Transition Event or if an Early Opt-in Event has occurred with respect party to the LIBO Rate, the Administrative Agent and the Borrower Representative may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement; and any such amendment will become effective at 5:00 p.m. New York City time on the fifth (5th) Business Day after the Administrative Agent has date a draft of the amendment is provided such proposed amendment to all the Lenders, so long as unless the Administrative Agent has not receivedreceives, by on or before such timefifth (5th) Business Day, a written notice of objection from the Required Lenders stating that such Lenders object to such amendment amendment. 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 syndicated loans in the United States and loans converted from Lenders comprising a LIBOR Rate-based rate to a replacement index-based rate, and (ii) may also reflect adjustments to account for (x) the Required Lenderseffects of the transition from the LIBOR Rate to the replacement index and (y) yield- or risk-based differences between the LIBOR Rate and the replacement index. Until the Benchmark Replacement an amendment reflecting a new replacement index in accordance with respect to the LIBO this Section 1.6 [Successor LIBOR Rate Index] is effective, each advance, conversion and renewal of a Loan bearing interest at under the LIBO LIBOR Rate Option will continue to bear interest with reference to the LIBO LIBOR Rate; provided however, during that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a Benchmark Unavailability Period LIBOR Termination Date has occurred, then following the LIBOR Termination Date, all Loans as to which the LIBOR Rate Option would otherwise apply shall automatically be converted to the Base Rate Option (i) and, in the case of Loans in any pending selection ofOptional Currency, conversion to or renewal of a Loan bearing interest such Loans shall be redenominated into Loans in Dollars at the LIBO Base Rate that has not yet gone into effect Option) until such time as an amendment reflecting a replacement index and related matters as described above is implemented. 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 a selection of, conversion to or renewal zero for purposes of the Alternate Base Rate in the amount of such Loan, (ii) all outstanding Loans bearing interest at the LIBO Rate shall automatically be converted to ABR Loans at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain such affected LIBOR Loan) and (iii) the component of the Alternate Base Rate based upon the LIBO Rate will not be used in any determination of the Alternate Base Ratethis Agreement.

Successor LIBOR Rate Index. (i) Notwithstanding anything If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (a) (i) the circumstances set forth in Section 4.1.1 have arisen and are unlikely to be temporary, or (ii) the circumstances set forth in Section 4.1.1 have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or 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 (b) 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 contrary herein or in any other Loan Documentextent practicable, upon the occurrence of a Benchmark Transition Event or if an Early Optall-in Event has occurred with respect interest rate based on the replacement index will be substantially equivalent to the LIBO all-in LIBOR Rate-based interest rate in effect prior to its replacement. (ii) 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 of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Upon execution of the amendment between the Administrative Agent and the Borrower Representative may amend Borrower, and notwithstanding anything to the contrary in this Agreement to replace or the LIBO Rate with a Benchmark Replacement; and any other Loan Documents (including, without limitation, Section 11.1 [Modifications, Amendments or Waivers], such amendment will 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 Eastern Time on the fifth tenth (5th10th) Business Day after the Administrative Agent has date the amendment is provided such proposed amendment to all the Lenders, so long as unless the Administrative Agent has not receivedreceives, by on or before such timetenth (10th) Business Day, a written notice of objection from the Required Lenders stating that such Lenders object to such amendment from Lenders comprising amendment. (iii) Selection of the Required Lenders. Until the Benchmark Replacement with respect replacement index, adjustments to the LIBO 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 LIBOR 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 LIBOR Rate to the replacement index and (y) yield- or risk-based differences between the LIBOR Rate and the replacement index. (i) Until an amendment reflecting a new replacement index in accordance with this Section 4.4.4 is effective, each advance, conversion and renewal of a Loan bearing interest at under the LIBO LIBOR Rate Option will continue to bear interest with reference to the LIBO LIBOR Rate; provided however, during a Benchmark Unavailability Period that if the Administrative Agent determines (i) any pending selection of, conversion to or renewal of a Loan bearing interest at the LIBO Rate that has not yet gone into effect which determination shall be deemed to be a selection of, conversion to or renewal of the Alternate Base Rate in the amount of such Loan, (ii) all outstanding Loans bearing interest at the LIBO Rate shall automatically be converted to ABR Loans at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain such affected LIBOR Loan) final and (iii) the component of the Alternate Base Rate based upon the LIBO Rate will not be used in any determination of the Alternate Base Rate.46

Successor LIBOR Rate Index. (i) If the Agent determines (which determination shall be final and conclusive, absent manifest error) that either (a) (i) the circumstances set forth in Section 3.8.1 have arisen and are unlikely to be temporary, or (ii) the circumstances set forth in Section 3.8.1 have not arisen but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental 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 (b) 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 Borrowing 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. 7 (ii) The Agent and the Borrowing Agent 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 the Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary herein in this Agreement or in the Other Documents (including, without limitation, Section 3.8.1), such amendment shall become effective without any further action or consent of any other Loan Document, upon the occurrence of a Benchmark Transition Event or if an Early Opt-in Event has occurred with respect party to the LIBO Rate, the Administrative Agent and the Borrower Representative may amend this Agreement to replace the LIBO Rate with a Benchmark Replacement; and any such amendment will become effective at 5:00 p.m. New York City time on the fifth tenth (5th10th) Business Day after the Administrative Agent has date a draft of the amendment is provided such proposed amendment to all the Lenders, so long as unless the Administrative Agent has not receivedreceives, by on or before such timetenth (10th) Business Day, a written notice of objection from the Required Lenders stating that such Lenders object to such amendment from Lenders comprising amendment. (iii) Selection of the Required Lenders. Until the Benchmark Replacement with respect replacement index, adjustments to the LIBO 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 LIBOR 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 LIBOR Rate to the replacement index and (y) yield- or risk-based differences between the LIBOR Rate and the replacement index. (iv) 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 LIBOR Rate Loan bearing interest at the LIBO Rate will continue to bear interest with reference to the LIBO LIBOR Rate; provided however, during that if the Agent determines (which determination shall be final and conclusive, absent manifest error) that a Benchmark Unavailability Period LIBOR Termination Date has occurred, then following the LIBOR Termination Date, all Loans as to which the LIBOR Rate would otherwise apply shall automatically be converted to the a Domestic Rate Loan until such time as an amendment reflecting a replacement index and related matters as described above is implemented. (iv) Notwithstanding anything to the contrary contained herein, if at any pending selection oftime the replacement index is less than zero, conversion to or renewal of a Loan bearing interest at the LIBO Rate that has not yet gone into effect such times, such index shall be deemed to be a selection of, conversion to or renewal zero for purposes of this Agreement.” (u) Section 6.5(a) of the Alternate Base Rate Loan Agreement is hereby amended by replacing the reference to “March 31, 2021” appearing therein with “March 31, 2022”. 8 (v) Section 7.6(i) of the Loan Agreement is hereby amended by deleting the amounts “$250,000” and “$1,000,000” appearing therein and inserting the amounts “$500,000” and “$2,000,000” respectively, in lieu thereof. (w) Section 7.7(b) of the Loan Agreement in hereby amended by (x) deleting the amount of such Loan“$28,000,000” appearing therein and inserting the amount $46,000,000” in lieu thereof and (y) replacing the reference to “September 30, 2020” with “June 30, 2021”. (iix) all outstanding Loans bearing interest at the LIBO Rate shall automatically be converted to ABR Loans at the expiration Section 7.12(a) of the existing Interest Period Loan Agreement is hereby amended and restated in its entirety as follows: “(or sooner, if Administrative Agent cannot continue a) Enter into any Sale and Lease Back Transaction that would cause the aggregate Net Cash Proceeds received by the Loan Parties and their respective Subsidiaries as consideration for any Dispositions directly related to lawfully maintain such affected LIBOR Loanany Sale and Lease Back Transactions to exceed $5,000,000 in any fiscal year of the Loan Parties.” (y) Section 7.12(b) of the Loan Agreement is hereby amended by deleting the amount “$14,000,000” appearing therein and inserting the amount “$16,000,000” in lieu thereof. (z) Section 9.2(a) of the Loan Agreement is hereby amended by deleting the “and” before subclause (iii) and adding a new subclause (iv) immediately after existing subclause (iii) which provides as follows: “and (iv) reconciling reported amounts and balances with respect to Receivables and Inventory as set forth in the component Borrowing Base to the general ledger and the financial statements” (aa) The Revolving Commitment Amounts and Revolving Commitment Percentages of the Alternate Base Rate based upon Lenders shall be as set forth on Schedule 1 to the LIBO Rate will not be used in any determination of the Alternate Base RateSecond Amendment. 3.

Successor LIBOR Rate Index. (i) Notwithstanding a)Notwithstanding anything to the contrary herein or in any other Loan Other Document, upon if the occurrence of Agent determines that a Benchmark Transition Event or if an Early Opt-in Event has occurred with respect to the LIBO Rateoccurred, the Administrative Agent and the Borrower Representative Borrowers may amend this Agreement to replace the LIBO LIBOR Rate with a Benchmark Replacement; , and any such amendment will become effective at 5:00 p.m. New York City time on the fifth (5th) Business Day after the Administrative Agent has provided such proposed amendment to all Lenders, so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Until the Benchmark Replacement with respect to the LIBO Rate is effective, each advance, conversion and renewal of a LIBOR Rate Loan bearing interest at the LIBO Rate will continue to bear interest with reference to the LIBO LIBOR Rate; provided however, during a Benchmark Unavailability Period (i) any pending selection of, conversion to or renewal of a LIBOR Rate Loan bearing interest at the LIBO Rate that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of the Alternate Base Rate in the amount of with respect to such Loan, (ii) all outstanding LIBOR Rate Loans bearing interest at the LIBO Rate shall automatically be converted to ABR Loans a Loan bearing interest at the Base Rate at the expiration of the existing Interest Period (or sooner, if Administrative Agent cannot continue to lawfully maintain such affected Loan at the LIBOR LoanRate) and (iii) the component of the Alternate Base Rate based upon the LIBO LIBOR Rate will not be used in any determination of the Alternate Base Rate.