Common use of LIBOR Notification Clause in Contracts

LIBOR Notification. The interest rate on LIBOR Rate Loans is determined by reference to the LIBOR Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, in the future, the London interbank offered rate may become unavailable or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.03, an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Section. The Agent will notify the Borrower, pursuant to Section 3.03 in advance of any change to the reference rate upon which the interest rate on LIBOR Rate Loans is based. However, the Agent does not warrant or accept responsibility for, nor shall the Agent have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “LIBOR Rate” or with respect to any comparable or successor rate thereto or replacement rate thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.03, will be similar to, or produce the same value or economic equivalence of, the LIBOR Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Eurodollar Loans is determined by reference to the LIBOR LIBO Rate, which is derived from the London interbank offered raterate (“LIBOR”). The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.032.16(c) of this Agreement, such Section 2.16(c) provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the Borrower, pursuant to Section 3.03 2.16(c), in advance of any change to the reference rate upon which the interest rate on LIBOR Rate Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Adjusted Eurodollar Rate” or “LIBO Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.032.16(c), will be similar to, or produce the same value or economic equivalence of, the LIBOR Eurodollar Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Loans Advances is determined by reference to the LIBOR Eurocurrency Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate LoansAdvances. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In Upon the event that occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, Section 10.1(b) and (c) provide the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.03, mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 3.03 in advance 10.1(e), of any change to the reference rate upon which the interest rate on LIBOR Rate Loans Advance is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Eurocurrency Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate thereof, thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 10.1(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 10.1(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.03, rate will be similar to, or produce the same value or economic equivalence of, the LIBOR Eurocurrency Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Loans is determined by reference to the LIBOR Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.032.13(b) of this Agreement, such Section 2.13(b) provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the Borrower, pursuant to Section 3.03 2.13, in advance of any change to the reference rate upon which the interest rate on LIBOR Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate thereof, including, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.032.13(b), will be similar to, or produce the same value or economic equivalence of, the LIBOR Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Loans is determined by reference to the LIBOR Rate, which is an Invested Amount may be derived from an interest rate benchmark that is, or may in the London interbank offered ratefuture become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate (“LIBOR”) is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) publicly announced that: (a) immediately after December 31, after the end of 2021, it would no longer persuade or compel contributing banks publication of the 1-week and 2-month U.S. Dollar LIBOR settings will permanently cease; immediately after June 30, 2023, publication of the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease; and immediately after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to make rate submissions be provided or, subject to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes FCA’s consideration of the IBA setting the London interbank offered rate. As case, be provided on a result, it is possible that, in the future, the London interbank offered rate may become unavailable or may synthetic basis and no longer be deemed an appropriate reference rate upon representative of the underlying market and economic reality they are intended to measure and that representativeness will not be restored. There is no assurance that dates announced by the FCA will not change or that the administrator of LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to determine the interest rate on LIBOR Rate Loansthis agreement should consult its own advisors to stay informed of any such developments. In light of this eventuality, public Public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of LIBOR. Upon the London interbank offered rate. In the event that the London interbank offered rate is no longer available occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or in certain other circumstances as set forth in an Other Benchmark Rate Election, Section 3.03, 4.5(a) and (b) provide a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Agent will notify the Borrower, pursuant to Section 3.03 in advance of any change to the reference rate upon which the interest rate on LIBOR Rate Loans is based. However, the Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission submission, performance or any other matter related to the LIBOR or other rates in the definition of “LIBOR LIBO Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate thereof, thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 4.5(a) or (b), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 4.5(c)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.03, rate will be similar to, or produce the same value or economic equivalence of, the LIBOR LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability. The Agent and its Affiliates and/or other related entities may engage in transactions that affect the calculation of any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Seller.

LIBOR Notification. The interest rate on LIBOR Advances accruing interest at the Adjusted Eurodollar Rate Loans is determined by reference to the LIBOR Rate, which is derived from the London interbank offered rateLIBOR. The London interbank offered rate LIBOR is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) IBA for purposes of the IBA setting the London interbank offered rateLIBOR. As a result, it is possible thatthat commencing in 2022, in the future, the London interbank offered rate LIBOR may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate LoansAdvances. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rateLIBOR. In the event that the London interbank offered rate LIBOR is no longer available or in certain other circumstances as set forth in Section 3.032.18 of this Agreement, such Section 2.18 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the Borrower, pursuant to Section 3.03 2.18, in advance of any change to the reference rate upon which the interest rate on LIBOR Advances accruing interest at the Adjusted Eurodollar Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the LIBOR or other rates in the definition of “LIBOR Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.032.18, will be similar to, or produce the same value or economic equivalence of, the LIBOR Rate or have the same volume or liquidity as did the London interbank offered rate LIBOR prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Advances that bear interest at the Adjusted Eurodollar Rate Loans is determined by reference to the LIBOR LIBO Rate, which is derived from the London interbank offered raterate (“LIBOR”). The London interbank offered rate LIBOR is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rateLIBOR. As a result, it is possible thatthat commencing in 2022, in the future, the London interbank offered rate LIBOR may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate LoansAdvances that bear interest at a rate based on the LIBO Rate. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rateLIBOR. In the event that the London interbank offered rate LIBOR is no longer available or in certain other circumstances as set forth in Section 3.032.17, such Section 2.17 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the Borrower, pursuant to Section 3.03 2.17, in advance of any change to the reference rate upon which the interest rate on LIBOR Advances that bear interest at a rate based on the LIBO Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the LIBOR or other rates in the definition of “LIBOR LIBO Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.032.17, will be similar to, or produce the same value or economic equivalence of, the LIBOR LIBO Rate or have the same volume or liquidity as did the London interbank offered rate LIBOR prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Eurocurrency Rate Loans is determined by reference to the LIBOR LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Eurocurrency Rate Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In Upon the event that occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, Section 10.1(b) and (c) provide the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.03, mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 3.03 in advance 10.1(e), of any change to the reference rate upon which the interest rate on LIBOR Eurocurrency Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR LIBO Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate thereof, thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 10.1(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 10.1(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.03, rate will be similar to, or produce the same value or economic equivalence of, the LIBOR LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Eurocurrency Rate Loans is determined by reference to the LIBOR RateLIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Eurocurrency Rate Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.033.07 of this Agreement, such Section 3.07 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the Borrower, pursuant to Section 3.03 3.07, in advance of any change to the reference rate upon which the interest rate on LIBOR Eurocurrency Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “LIBOR Rate” or with respect to any comparable alternative or successor rate thereto benchmark thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.033.07, will be similar to, or produce the same value or economic equivalence of, the LIBOR Rate or any other benchmark or have the same volume or liquidity as did the London interbank offered LIBOR or any other benchmark rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Eurodollar Rate Loans is determined by reference to the LIBOR LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022 or at some point thereafter, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Eurodollar Rate LoansLoans for one or more currencies available for borrowing hereunder. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In Upon the event that the London interbank offered rate is no longer available occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in certain other circumstances as set forth in Election, Section 3.03, 3.08 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 3.03 in advance 3.08, of any change to the reference rate upon which the interest rate on LIBOR Eurodollar Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Eurodollar Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate thereof, thereof including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 3.08, whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 3.08, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.03, rate will be similar to, or produce the same value or economic equivalence of, the LIBOR Eurodollar Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.”

LIBOR Notification. The interest rate on LIBOR Rate Loans is determined by reference to the LIBOR Rate, which is a Loan denominated in US Dollars or an Alternative Currency may be derived from an interest rate benchmark that is, or may in the London interbank offered ratefuture become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. United Kingdom Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark AdministratorAdministration, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate and EURIBOR Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.032.11(b) of this Agreement, such Section 2.11(b) provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the BorrowerCompany, pursuant to Section 3.03 in advance 2.11(b), of any change to the reference rate upon which the interest rate on LIBOR Rate or EURIBOR Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Screen Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate thereof, thereof including, without limitation, limitation whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.032.11(b), will be similar to, or produce the same value or economic equivalence of, the LIBOR Screen Rate or have the same volume or liquidity as did the London interbank offered rate applicable Screen Rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Loans is determined by reference to the LIBOR Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate DB1/ 120677560.3 at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, in the future, the London interbank offered rate may become unavailable or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.03, an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Section. The Agent will notify the Borrower, pursuant to Section 3.03 in advance of any change to the reference rate upon which the interest rate on LIBOR Rate Loans is based. However, the Agent does not warrant or accept responsibility for, nor shall the Agent have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “LIBOR Rate” or with respect to any comparable or successor rate thereto or replacement rate thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.03, will be similar to, or produce the same value or economic equivalence of, the LIBOR Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Eurodollar Loans is determined by reference to the LIBOR LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In Upon the event that occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, Section 2.27(a) and (b) provide the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.03, mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 3.03 in advance 2.27(d), of any change to the reference rate upon which the interest rate on LIBOR Rate Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR LIBO Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate thereof, thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.27(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.27(c)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.03, rate will be similar to, or produce the same value or economic equivalence of, the LIBOR LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate Interest Rate on LIBOR Rate Loans Advances is determined by reference to the LIBOR Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA ICE setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate Interest Rate on LIBOR Rate LoansAdvances. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.032.17 of this Agreement, such Section 2.17 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the Borrower, pursuant to Section 3.03 2.17, in advance of any change to the reference rate upon which the interest rate on LIBOR Rate Loans Advances is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.032.17, will be similar to, or produce the same value or economic equivalence of, the LIBOR Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. (i) The interest rate on Eurodollar Loans and Daily LIBOR Rate Loans is determined by reference to the LIBOR Rate, which is derived from the London interbank offered rate. The London interbank offered rate (“LIBO Rate”). The LIBO Rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans and Daily LIBOR Rate Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.032.5A(b) of this Agreement, such Section 2.5A(b) provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the Borrower, pursuant to Section 3.03 2.5A(b), in advance of any change to the reference rate upon which the interest rate on LIBOR Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or "Daily LIBOR Rate” " or "Eurodollar Rate" or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.032.5A(b), will be similar to, or produce the same value or economic equivalence of, the LIBOR LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Eurodollar Loans is determined by reference to the LIBOR LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in this Section 3.03, such Section 3.03 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the Borrower, pursuant to this Section 3.03 3.03, in advance of any change to the reference rate upon which the interest rate on LIBOR Rate Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR LIBO Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to this Section 3.03, will be similar to, or produce the same value or economic equivalence of, the LIBOR LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Eurodollar Loans is determined by reference to the LIBOR LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.032.22 of this Agreement, such Section 2.22 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the Borrower, pursuant to Section 3.03 2.22, in advance of any change to the reference rate upon which the interest rate on LIBOR Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR LIBO Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.03Section_2.22, will be similar to, or produce the same value or economic equivalence of, the LIBOR LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Libor Rate Loans is determined by reference to the LIBOR Libor Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Libor Rate Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.033.9(d) of this Agreement, such Section 3.9(d) provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Agent will notify the Borrower, pursuant to Section 3.03 3.9(d)(iii), in advance of any change to the reference rate upon which the interest rate on LIBOR Libor Rate Loans is based. However, the Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Libor Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.033.9(d), will be similar to, or produce the same value or economic equivalence of, the LIBOR Libor Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Eurodollar Loans is determined by reference to the LIBOR Adjusted LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.032.23 of this Agreement, such Section 2.23 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the BorrowerCompany, pursuant to Section 3.03 2.23, in advance of any change to the reference rate upon which the interest rate on LIBOR Rate LIBOREurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Adjusted LIBO Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.032.23, will be similar to, or produce the same value or economic equivalence of, the LIBOR Adjusted LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Loans is determined by reference to the LIBOR RateLIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.034.9 of this Agreement, such Section 4.9 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the Borrower, pursuant to Section 3.03 4.9, in advance of any change to the reference rate upon which the interest rate on LIBOR Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR RateLIBOR” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.034.9, will be similar to, or produce the same value or economic equivalence of, the LIBOR Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.”

LIBOR Notification. The interest rate on LIBOR Adjusted Eurodollar Rate Loans is determined by reference to the Three‑Month LIBOR Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term short‑term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate LoansAdjusted Eurodollar Rate. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.034.04 of this Agreement, such Section 4.04 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent and the Borrower will notify the Borrowerendeavor to agree, pursuant to Section 3.03 4.04, in advance of any change to the reference rate upon which the interest rate on LIBOR Adjusted Eurodollar Rate Loans is based. HoweverHowever (and except for the computation of the rate and the obligations specifically provided in Section 4.04 and elsewhere in this Agreement), the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Three‑Month LIBOR Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate thereof, including, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.03, 4.04 will be similar to, or produce the same value or economic equivalence of, the Three‑Month LIBOR Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Eurodollar Loans is determined by reference to the LIBOR LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in this Section 3.03, this Section 3.03 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the Borrower, pursuant to this Section 3.03 3 ..03, in advance of any change to the reference rate upon which the interest rate on LIBOR Rate Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR LIBO Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to this Section 3.03, will be similar to, or produce the same value or economic equivalence of, the LIBOR LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Loans is determined by reference to the LIBOR Rate, which is derived from the London interbank offered raterate (“LIBOR”). The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rateLIBOR. In the event that the London interbank offered rate LIBOR is no longer available or in certain other circumstances as set forth in Section 3.032.15 of this Agreement, such Section 2.15 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Agent will notify the Borrower, pursuant to Section 3.03 2.15, in advance of any change to the reference rate upon which the interest rate on LIBOR Rate Loans is based. However, the Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the LIBOR or other rates in the definition of “LIBOR Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.032.15, will be similar to, or produce the same value or economic equivalence of, the LIBOR Rate or have the same volume or liquidity as did the London interbank offered rate LIBOR prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Adjusted Eurodollar Rate Loans is determined by reference to the Three-Month LIBOR Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate LoansAdjusted Eurodollar Rate. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.034.04 of this Agreement, such Section 4.04 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent and the Borrower will notify the Borrowerendeavor to agree, pursuant to Section 3.03 4.04, in advance of any change to the reference rate upon which the interest rate on LIBOR Adjusted Eurodollar Rate Loans is based. HoweverHowever (and except for the computation of the rate and the obligations specifically provided in Section 4.04 and elsewhere in this Agreement), the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Three-Month LIBOR Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate thereof, including, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.03, 4.04 will be similar to, or produce the same value or economic equivalence of, the Three-Month LIBOR Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Eurodollar Rate Loans is determined by reference to the LIBOR Eurodollar Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Eurodollar Rate Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.033.03(b) of this Agreement, such Section 3.03(b) provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the Borrower, pursuant to Section 3.03 3.03, in advance of any change to the reference rate upon which the interest rate on LIBOR Eurodollar Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Eurodollar Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate thereof, including, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.033.03(b), will be similar to, or produce the same value or economic equivalence of, the LIBOR Eurodollar Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Loans Advance is determined by reference to the LIBOR LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate LoansAdvance. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In Upon the event that occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, Section 10.1(b) and (c) provide the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.03, mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 3.03 in advance 10.1(e), of any change to the reference rate upon which the interest rate on LIBOR Rate Loans Advance is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR LIBO Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate thereof, thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 10.1(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 10.1(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.03, rate will be similar to, or produce the same value or economic equivalence of, the LIBOR LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Loans Eurocurrency Advances is determined by reference to the LIBOR LIBO Rate, which is derived from the London interbank offered rateLIBOR. The London interbank offered rate LIBOR is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. United Kingdom Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rateLIBOR. As a result, it is possible thatthat commencing in 2022, in the future, the London interbank offered rate LIBOR may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate LoansEurocurrency Advances. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of LIBOR. Upon the London interbank offered rate. In occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, Sections 3.3 (b) and (c) provide the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.03, mechanism for (a) determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in (b) modifying this Agreement to give effect to such Sectionalternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 3.03 in advance 3.3(e), of any change to the reference rate upon which the interest rate on LIBOR Rate Eurocurrency Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the LIBOR or other rates in the definition of “LIBOR LIBO Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate thereof, thereof (including, without limitation, (a) any such alternative, successor or replacement rate implemented pursuant to Section 3.3 (b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (b) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 3.3 (d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.03, rate will be similar to, or produce the same value or economic equivalence of, the LIBOR LIBO Rate or have the same volume or liquidity as did the London interbank offered rate LIBOR prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Eurodollar Rate Loans is determined by reference to the LIBOR RateLIBOR, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Eurodollar Rate Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.0310.6 of this Credit Agreement, such Section 10.6 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the Borrower, pursuant to Section 3.03 10.6, in advance of any change to the reference rate upon which the interest rate on LIBOR Eurodollar Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR RateLIBOR” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.0310.6, will be similar to, or produce the same value or economic equivalence of, the LIBOR Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Eurodollar Loans is determined by reference to the LIBOR Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.033.03(c) of this Agreement, such Section 3.03(c) provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the Borrower, pursuant to Section 3.03 3.03(c), in advance of any change to the reference rate upon which the interest rate on LIBOR Rate Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Eurodollar Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.033.03(c), will be similar to, or produce the same value or economic equivalence of, the LIBOR LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Eurodollar Rate Loans Advances is determined by reference to the LIBOR Eurodollar Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Eurodollar Rate LoansAdvances. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.032.10 of this Agreement, such Section 2.10 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Agent will notify the Borrower, pursuant to Section 3.03 2.10, in advance of any change to the reference rate upon which the interest rate on LIBOR Eurodollar Rate Loans Advances is based. However, the Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Eurodollar Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.032.10, will be similar to, or produce the same value or economic equivalence of, the LIBOR Eurodollar Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The Subject to Section 2.6(b), the interest rate on LIBOR Rate Loans Advances is determined by reference to the LIBOR LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate LoansAdvances in respect of which Interest accrues at a rate based on the LIBO Rate. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.032.17 of this Agreement, such Section 2.17 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the Borrower, pursuant to Section 3.03 2.17, in advance of any change to the reference rate upon which the interest rate on LIBOR LIBO Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR LIBO Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.032.17, will be similar to, or produce the same value or economic equivalence of, the LIBOR LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Loans is determined by reference to the LIBOR Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, in the future, the London DB1/ 123795142.13 interbank offered rate may become unavailable or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.03, an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Section. The Agent will notify the Borrower, pursuant to Section 3.03 in advance of any change to the reference rate upon which the interest rate on LIBOR Rate Loans is based. However, the Agent does not warrant or accept responsibility for, nor shall the Agent have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “LIBOR Rate” or with respect to any comparable or successor rate thereto or replacement rate thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.03, will be similar to, or produce the same value or economic equivalence of, the LIBOR Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Eurodollar Loans is determined by reference to the LIBOR Adjusted LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.032.23 of this Agreement, such Section 2.23 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the BorrowerCompany, pursuant to Section 3.03 2.23, in advance of any change to the reference rate upon which the interest rate on LIBOR Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Adjusted LIBO Rate” or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.032.23, will be similar to, or produce the same value or economic equivalence of, the LIBOR Adjusted LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

LIBOR Notification. The interest rate on LIBOR Rate Eurodollar Loans is determined by reference to the LIBOR Adjusted LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “"IBA”") for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that, that commencing in the future2022, the London interbank offered rate may become unavailable no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on LIBOR Rate Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 3.032.23 of this Agreement, such Section 2.23 provides a mechanism for determining an alternative rate of interest may be selected and implemented in accordance with the mechanism contained in such Sectioninterest. The Administrative Agent will notify the Borrower, pursuant to Section 3.03 2.23, in advance of any change to the reference rate upon which Loans bearing interest at the interest rate on LIBOR Rate Loans is basedAdjusted LIBO Rate. However, the Administrative Agent does not warrant or accept any responsibility for, nor and shall the Agent not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR "Adjusted LIBO Rate” " or with respect to any comparable alternative or successor rate thereto thereto, or replacement rate therefor or thereof, including, without limitation, whether the 0010146-0000535 NYO1: 2000703970 .50 composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 3.032.23, will be similar to, or produce the same value or economic equivalence of, the LIBOR Adjusted LIBO Rate or have the same volume or liquidity liquid ity as did the London interbank offered rate prior to its discontinuance or unavailability.