Common use of Suspension of LIBOR Rate Loans Clause in Contracts

Suspension of LIBOR Rate Loans. Except with respect to a Benchmark Transition Event or Early Opt-In Election, in the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, or the Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders. Notwithstanding the foregoing, if the Agent has made the determination described in the first paragraph of this §4.6, the Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the impacted Loans, in which case, such alternative rate of interest shall apply with respect to the impacted Loans until (1) the Agent revokes the notice delivered with respect to the impacted Loans under the first sentence of this section, (2) the Agent and or the affected Lenders notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereof.

Suspension of LIBOR Rate Loans. Except with respect to a Benchmark Transition Event or Early Opt-In Election, in the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate LoanLoan or any Currency, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR with respect to borrowings of such Currency for such Interest Period, or that deposits (whether denominated in Dollars or an Alternative Currency) are not being offered to banks in the London or other applicable interbank market, or the Agent shall reasonably determine that LIBOR with respect to borrowings of such Currency will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans of such Currency for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan of such affected Currency shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan or Alternate Rate Loan, as applicable, and (b) if such event relates to LIBOR Rate borrowings denominated in Dollars, each LIBOR Rate Loan denominated in Dollars will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and (c) if such event relates to LIBOR Rate borrowings denominated in any Alternative Currency, each LIBOR Rate Loan denominated in such Alternative Currency will automatically, on the last day of the then current Interest Period applicable thereto, become an Alternate Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans of such Currency shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders. Notwithstanding ; provided that, for the foregoingavoidance of doubt, if the Agent has made circumstances giving rise to the determination described notice referenced above affect only the LIBOR Rate with respect to borrowings denominated in a single Currency, the first paragraph provisions of this §4.6, the Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the impacted Loans, in which case, such alternative rate of interest 4.6 shall apply with respect only to the impacted LIBOR Rate borrowings denominated in such Currency, and borrowings of LIBOR Rate Loans until (1) the Agent revokes the notice delivered with respect to the impacted Loans under the first sentence of this section, (2) the Agent and or the affected Lenders notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereofdenominated in other Currencies shall be permitted.

Suspension of LIBOR Rate Loans. Except with respect to a Benchmark Transition Event or Early Opt-In Election, in the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate LoanLoan of any Currency, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR with respect to borrowings of such Currency for such Interest Period, or the Agent shall reasonably determine that LIBOR with respect to borrowings of such Currency will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans of such Currency for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan of such affected Currency shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and Loan, (b) if such event relates to LIBOR Rate borrowings denominated in Dollars, each LIBOR Rate Loan denominated in Dollars will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and (c) if such event relates to LIBOR Rate borrowings denominated in any Alternative Currency, each LIBOR Rate Loan denominated in such Alternative Currency will automatically, on the last day of the then current Interest Period applicable thereto, become an Alternate Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans of such Currency shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders. Notwithstanding ; provided that, for the foregoingavoidance of doubt, if the Agent has made circumstances giving rise to the determination described notice referenced above affect only the LIBOR Rate with respect to borrowings denominated in a single Currency, the first paragraph provisions of this §4.6, the Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the impacted Loans, in which case, such alternative rate of interest 4.5 shall apply with respect only to the impacted LIBOR Rate borrowings denominated in such Currency, and borrowings of LIBOR Rate Loans until (1) the Agent revokes the notice delivered with respect to the impacted Loans under the first sentence of this section, (2) the Agent and or the affected Lenders notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereofdenominated in other Currencies shall be permitted.

Suspension of LIBOR Rate Loans. Except with respect to a Benchmark Transition Event or Early Opt-In Election, in the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, or the Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders. Notwithstanding the foregoing, if the Agent has made the determination described in the first paragraph of this §4.6, the Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the impacted Loans, in which case, such alternative rate of interest shall apply with respect to the impacted Loans until (1) the Agent revokes the notice delivered with respect to the impacted Loans under the first sentence of this section, (2) the Agent and or the affected Lenders notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereof. If at any time the Agent determines (which determination shall be conclusive absent manifest error) or the Required Lenders or the Borrower notify the Agent that either (i) the circumstances set forth in the first paragraph of this §4.6 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in the first paragraph of this §4.6 have not arisen but the supervisor for the administrator of LIBOR or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans or (iii) syndicated credit facilities currently being executed, or that include language similar to that contained in this §4.6, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR (in the case of either such clause (i), (ii) or (iii), an "Alternative Interest Rate Election Event"), the Agent and the Borrower shall negotiate in good faith and endeavor to establish an alternate rate of interest to LIBOR which rate may include adjustment (to be determined from time to time by Agent, in its sole discretion) to effect an aggregate interest rate comparable to the LIBOR Rate on a historical basis prior to such determination, and that gives due consideration to the then prevailing market convention for determining a rate of interest for similar dollar-denominated syndicated credit facilities in the United States at such time, and shall, notwithstanding anything to the contrary contained herein, enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Such amendment shall become effective without any further action or consent of any other party to this Agreement (other than the Agent and the Borrower) so long as the Agent shall not have received, within five (5) Business Days after the date a copy of the amendment is provided to the Lenders, a written notice from Lenders comprising the Required Lenders stating that they object to such amendment. To the extent an alternate rate of interest is adopted as contemplated hereby, the approved rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent such prevailing market convention is not administratively feasible for the Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Agent and the Borrower. From such time as an Alternative Interest Rate Election Event has occurred and continuing until an alternate rate of interest has been determined in accordance with the terms and conditions of this paragraph, (x) any Conversion/Continuation Request that requests the conversion of any Loan to, or continuation of any Loan as, a LIBOR Rate Loan shall be ineffective, and (y) if any Borrower requests a LIBOR Rate Loan, such Loan shall be made as a Base Rate Loan; provided that (subject to the first paragraph of this §4.6) LIBOR for such Interest Period is not available or published at such time on a current basis; provided, further, that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Suspension of LIBOR Rate Loans. Except with respect to a Benchmark Transition Event or Early Opt-(a) In Election, in the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, or the Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event (ai) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and Loan; (bii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders. Notwithstanding Lenders and (iii) the foregoing, if cap with respect to the number of Base Rate Loans set forth herein shall be of no further force or effect. (b) If at any time the Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then the determination described Agent 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 first paragraph United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in §4.628.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the AgentAgent shall not have received, in consultation with within five (5) Business Days of the Borrower and date notice of such alternate rate of interest is provided to the affected Lenders, may establish a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternative interest rate for the impacted Loans, in which case, such alternative alternate rate of interest shall apply be determined in accordance with respect to this clause (b) (but, in the impacted Loans until case of the circumstances described in clause (1ii) the Agent revokes the notice delivered with respect to the impacted Loans under of the first sentence of this section§ 4.5(b), only to the extent LIBOR Screen Rate for such Interest Period is not available or published at such time on a current basis), (1) any notice of conversion/continuation that requests the conversion of any Loan to, or continuation of any Loan as, a LIBOR Rate Loan shall be ineffective and any such Loan shall be converted to a Base Rate Loan on the last day of the then current Interest Period applicable thereto; (2) the Agent if any Notice of Borrowing requests a LIBOR Rate Loan, such Loan shall be made as Base Rate Loan and or the affected Lenders notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the impacted Loans, or (3) any Lender determines that any Law has made it unlawful, the cap with respect to the number of Base Rate Loans set forth herein shall be of no further force or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereof.effect..

Suspension of LIBOR Rate Loans. Except with respect to a Benchmark Transition Event or Early Opt-(a) In Election, in the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the (i) Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, or the (ii) Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Borrowers and the Lenders absent manifest error) to the Borrower Borrowers and the Lenders. In such event (ax) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (by) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower Borrowers and Lenders promptly after such determination. (b) Notwithstanding clause (a) of this §4.6 or any other provision of this Agreement or any other Loan Document, if Agent determines (which determination shall be conclusive absent manifest error) or the Borrowers or Required Lenders notify Agent (with, in the case of the Required Lenders, a copy to the Borrowers) that the Borrowers or Required Lenders (as applicable) have determined, that (i) adequate and reasonable means do not exist for ascertaining the LIBOR Screen Rate for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over Agent has made a public statement identifying a specific date after which the ICE Benchmark Administration Limited LIBOR Rate (“ICE LIBOR”) or the LIBOR Screen Rate shall no longer be made available, or be used for determining interest rates for loans, or (iii) syndicated loans currently being executed, or that include language similar to that contained in this §4.6(b), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace ICE LIBOR, then reasonably promptly after such determination by Agent or receipt by Agent of such notice, as applicable, Agent and the Borrowers shall negotiate in good faith and endeavor to establish an alternate rate of interest to the LIBOR Screen Rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that gives due consideration to the then prevailing market convention for determining a rate of interest for similar syndicated loans denominated in Dollars at such time, and shall, notwithstanding anything to the contrary in §27, enter into an amendment to this Agreement to reflect such alternate rate of interest, any proposed Successor Rate Conforming Changes, any necessary adjustment to the Applicable Margin (which adjustment shall be equal to the difference (calculated as of a date specified in such amendment) between (i) such alternate rate of interest plus the Applicable Margin and (ii) LIBOR in effect for the Interest Period for which LIBOR was last applicable plus the Applicable Margin)) and such other related changes to this Agreement as Agent and the Borrowers may determine to be appropriate. Such amendment shall become effective without any further action or consent of any party to this Agreement other than Agent and the Borrowers so long as Agent shall not have received, within five Business Days after the date that a copy of such amendment 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 (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this clause (b), only to the extent the LIBOR Screen Rate is not available or published at such time on a current basis), (1) the interest rate applicable to all outstanding LIBOR Rate Loans shall be deemed to be determined with reference to the Federal Funds Effective Rate in accordance with clause (a)(ii) of the definition of Base Rate (the “Deemed FFE Rate”) plus the Applicable Margin for Base Rate Loans, (2) such Applicable Margin shall be adjusted by an amount equal to the difference (calculated as of the last date on which LIBOR was in effect for the Interest Period for which LIBOR was last applicable) between (A) the Deemed FFE Rate plus the Applicable Margin and (B) LIBOR in effect for the Interest Period for which LIBOR was last applicable plus the Applicable Margin, and (3) the parties will continue to negotiate in good faith and will not unreasonably delay entry into the amendment described above. Notwithstanding the foregoing, if the Agent has made the determination described in the first paragraph of this §4.6, the Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the impacted Loans, in which case, such alternative any alternate rate of interest established pursuant to this clause (b) shall apply with respect be less than zero percent per annum, such rate shall be deemed to the impacted Loans until (1) the Agent revokes the notice delivered with respect to the impacted Loans under the first sentence be zero percent per annum for purposes of this section, (2) the Agent and or the affected Lenders notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereofAgreement.

Suspension of LIBOR Rate Loans. Except with respect to a Benchmark Transition Event or Early Opt-(a) In Election, in the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate LoanLoan (whether denominated in Dollars or an Alternative Currency), the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, or the Agent shall reasonably determine (or shall receive notice from the Required Lenders that they have determined) that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Parent Borrower and the Lenders absent manifest error) to the Parent Borrower and the Lenders. In such event event, unless an alternative rate of interest is selected in accordance with clause (ab) below, (i) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (bii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Parent Borrower and the Lenders. Notwithstanding . (b) If at any time the foregoing, if Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then the determination described Agent and the Parent Borrower shall endeavor to establish an alternate rate of interest (which shall at no time be less than zero percent) to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the first paragraph United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in §4.627, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the AgentAgent shall not have received, in consultation with within five (5) Business Days of the Borrower date notice of such alternate rate of interest and a copy of such amendment is provided to the affected Lenders, may establish a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. Until an alternative interest rate for the impacted Loans, in which case, such alternative alternate rate of interest shall apply be determined in accordance with respect to this clause (b) (but, in the impacted Loans until case of the circumstances described in clause (1ii) the Agent revokes the notice delivered with respect to the impacted Loans under of the first sentence of this section§4.6(b), only to the extent LIBOR Screen Rate for such Interest Period is not available or published at such time on a current basis), (1) any notice of conversion/continuation that requests the conversion of any Loan to, or continuation of any Loan as, a LIBOR Rate Loan shall be ineffective and any such Loan shall be converted to a Base Rate Loan on the last day of the then current Interest Period applicable thereto and (2) the Agent and or the affected Lenders notify the Agent and the Borrower that if any Loan Request requests a LIBOR Rate Loan, such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the impacted Loans, or (3) any Lender determines that any Law has Loan shall be made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereofas Base Rate Loan.

Suspension of LIBOR Rate Loans. Except with respect to a Benchmark Transition Event or Early Opt-(a) In Election, in the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the (i) Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, or the (ii) Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower Borrowers and the Lenders absent manifest error) to the Borrower Borrowers and the Lenders. In such event (ax) any the Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (by) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower Borrowers and the Lenders. Lenders promptly after such determination. (b) Notwithstanding the foregoingclause (a) of this §4.6 or any other provision of this Agreement or any other Loan Document, if Agent determines (which determination shall be conclusive absent manifest error) or the Borrowers or Required Lenders notify Agent (with, in the case of the Required Lenders, a copy to the Borrowers) that the Borrowers or Required Lenders (as applicable) have determined, that (i) adequate and reasonable means do not exist for ascertaining the LIBOR Screen Rate for any requested Interest Period, including 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 Agent has made a public statement identifying a specific date after which the determination described ICE Benchmark Administration Limited LIBOR Rate (“ICE LIBOR”) or the LIBOR Screen Rate shall no longer be made available, or be used for determining interest rates for loans, or (iii) syndicated loans currently being executed, or that include language similar to that contained in the first paragraph of this §4.64.6(b), the Agentare being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace ICE LIBOR, in consultation with the Borrower then reasonably promptly after such determination by Agent or receipt by Agent of such notice, as applicable, Agent and the affected Borrowers shall negotiate in good faith and endeavor to establish an alternate rate of interest to the LIBOR Screen Rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that gives due consideration to the then prevailing market convention for determining a rate of interest for similar syndicated loans denominated in Dollars at such time, and shall, notwithstanding anything to the contrary in §27, enter into an amendment to this Agreement to reflect such alternate rate of interest, any proposed Successor Rate Conforming Changes, any adjustment to the Applicable Margin and such other related changes to this Agreement as Agent and the Borrowers may determine to be appropriate. Such amendment shall become effective without any further action or consent of any party to this Agreement other than Agent and the Borrowers so long as Agent shall not have received, within five Business Days after the date that a copy of such amendment is provided to the Lenders, may establish a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternative interest rate for the impacted Loans, in which case, such alternative alternate rate of interest shall apply be determined in accordance with respect to this clause (b) (but, in the impacted Loans until case of the circumstances described in clause (1ii) the Agent revokes the notice delivered with respect to the impacted Loans under of the first sentence of this sectionclause (b), (2) only to the Agent and extent the LIBOR Screen Rate is not available or published at such time on a current basis), the affected Lenders notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost applicable to such Lenders all outstanding LIBOR Rate Loans shall be determined in accordance with clause (a) of funding the impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereofthis §4.

Suspension of LIBOR Rate Loans. Except with respect to a Benchmark Transition Event or Early Opt-(a) In Election, in the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine that (i) adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, (ii) dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loan, or (iii) the Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, then, in each case, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders. Notwithstanding . (b) If at any time the foregoing, if Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR Screen Rate shall no longer be used for determining interest rates for loans, or (iii) syndicated loans currently being executed, or that include language similar to that contained in this §4.5, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then the determination described Agent 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 credit facilities in the first paragraph United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in §4.627, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the AgentAgent shall not have received, in consultation with within five (5) Business Days of the Borrower and date notice of such alternate rate of interest is provided to the affected Lenders, may establish a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternative interest rate for the impacted Loans, in which case, such alternative alternate rate of interest shall apply be determined in accordance with respect to this clause (b) (but, in the impacted Loans until case of the circumstances described in clause (1ii) the Agent revokes the notice delivered with respect to the impacted Loans under of the first sentence of this section§4.5(b), only to the extent LIBOR Screen Rate for such Interest Period is not available or published at such time on a current basis), (1) any notice of conversion/continuation that requests the conversion of any Loan to, or continuation of any Loan as, a LIBOR Rate Loan shall be ineffective and any such Loan shall be converted to a Base Rate Loan on the last day of the then current Interest Period applicable thereto and (2) the Agent and or the affected Lenders notify the Agent and the Borrower that if any Notice of Borrowing requests a LIBOR Rate Loan, such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the impacted Loans, or (3) any Lender determines that any Law has Loan shall be made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereofas Base Rate Loan.

Suspension of LIBOR Rate Loans. Except with respect to a Benchmark Transition Event or Early Opt-(a) In Election, in the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate LoanLoan (whether denominated in Dollars or an Alternative Currency), the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, or the Agent shall reasonably determine (or shall receive notice from the Required Lenders that they have determined) that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Parent Borrower and the Lenders absent manifest error) to the Parent Borrower and the Lenders. In such event event, unless an alternative rate of interest is selected in accordance with clause (ab) below, (i) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (bii) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, with in each such instance (a) the components of the Base Rate based upon (i) LIBOR or (ii) the prime rate not being used in any determination of the Base Rate, and (b) the Applicable Margin for Base Rate Loans under such circumstances shall be the Applicable Margin for LIBOR Rate Loans, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Parent Borrower and the Lenders. Notwithstanding the foregoing, if the Agent has made the determination described in the first paragraph of this §4.6, the Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the impacted Loans, in which case, such alternative rate of interest shall apply with respect to the impacted Loans until (1) the Agent revokes the notice delivered with respect to the impacted Loans under the first sentence of this section, (2) the Agent and or the affected Lenders notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereof.

Suspension of LIBOR Rate Loans. Except with respect to a Benchmark Transition Event or Early Opt-(a) In Election, in the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, or the Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders. Notwithstanding . (b) If at any time the foregoing, if Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then the determination described Agent 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 first paragraph United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in §4.627, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the AgentAgent shall not have received, in consultation with within five (5) Business Days of the Borrower and date notice of such alternate rate of interest is provided to the affected Lenders, may establish a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. Until an alternative interest rate for the impacted Loans, in which case, such alternative alternate rate of interest shall apply be determined in accordance with respect to this clause (b) (but, in the impacted Loans until case of the circumstances described in clause (1ii) the Agent revokes the notice delivered with respect to the impacted Loans under of the first sentence of this section§4.6(b), only to the extent LIBOR Screen Rate for such Interest Period is not available or published at such time on a current basis), (1) any notice of conversion/continuation that requests the conversion of any Loan to, or continuation of any Loan as, a LIBOR Rate Loan shall be ineffective and any such Loan shall be converted to a Base Rate Loan on the last day of the then current Interest Period applicable thereto and (2) the Agent and or the affected Lenders notify the Agent and the Borrower that if any Notice of Borrowing requests a LIBOR Rate Loan, such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the impacted Loans, or (3) any Lender determines that any Law has Loan shall be made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Agent and the Borrower written notice thereofas Base Rate Loan.