Common use of LIBOR Replacement Provisions Clause in Contracts

LIBOR Replacement Provisions. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Rate for any requested Interest Period, including, without limitation, because ICE LIBOR is not available or published on a current basis and such circumstances are unlikely to be temporary; (ii) the administrator of ICE LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which ICE LIBOR shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.23, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace ICE LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower shall endeavor to establish an alternate benchmark floating term rate of interest (any such proposed rate, a “LIBOR Successor Rate”) to the Adjusted Eurocurrency Rate (which may include the spread or method for determining a spread or other adjustments or modifications incorporated therein), giving due consideration to any evolving or then existing convention for similar syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest together with any proposed LIBOR Successor Rate Conforming Changes. Notwithstanding anything to the contrary herein, such amendment shall become effectiveherein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred for a currency prior to the Reference Time in respect of any setting of a then-current Benchmark for such currency, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(1) or (a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting for such currency and subsequent Benchmark settings for such currency without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (a)(3) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any such Benchmark setting at or after 5:00 P.M. (New York City time) on the fifth (5th) Business Day after the date notice of such amendmentBenchmark Replacement is provided to the Lenders unless prior to 5:00 p.m., Local Time, on such fifth Business Daywithout any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent shall havehas not received, by such time, written notice fromof objection to such Benchmark Replacement from Lenders comprising the Required Lenders stating that such Required Lenders object to such amendment.. If (x) a Benchmark Replacement Date has occurred for the Eurocurrency Rate for Dollars and the applicable Benchmark Replacement on such Benchmark Replacement Date for such Eurocurrency Rate is a Benchmark Replacement other than the sum of: (1) Term SOFR and (2) the related Benchmark Replacement Adjustment, (y) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in Dollars and the Borrower, in its sole discretion, requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (z) following such request from the Borrower, the Administrative Agent determines, in its sole discretion, that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may, in its sole discretion, provide the Borrower and the Lenders with written notice that from and after a date identified in such notice: (I) a Benchmark Replacement Date shall be deemed to have occurred and the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement”; provided however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement (for avoidance of doubt, for purposes of this proviso, such Benchmark Replacement Adjustment shall be the Benchmark Replacement Adjustment which was established in accordance with the definition of “Benchmark Replacement Adjustment” on the date determined in accordance with clauses (a)(1) or (2), as applicable, of the definition of “Benchmark Replacement Date”) and (II) such forward looking term rate shall be deemed to be the forward looking term rate referenced in the definition of “Term SOFR” for all purposes hereunder or under any other Loan Document in respect of any Benchmark setting for Loans denominated in Dollars and any subsequent Benchmark settings for Loans denominated in Dollars, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Section 2.23 shall apply with respect to such election of the Administrative Agent as completely as if such forward-looking term rate was initially determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement”.

LIBOR Replacement Provisions. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentDocument (but subject to Section ‎2.17(e)), if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Rate for any requested Interest Period, including, without limitation, because the ICE Benchmark Administration LIBOR Rate (“ICE LIBOR”) is not available or published on a current basis and such circumstances are unlikely to be temporary; temporary or (ii) the administrator of ICE LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which ICE LIBOR shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.23, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace ICE LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicableAgent, the Administrative Agent and the Borrower shall endeavor to establish an alternate benchmark floating term rate of interest (any such proposed rate, a “LIBOR Successor Rate”) to the Adjusted Eurocurrency Rate (which may include including the spread or method for determining a spread or other adjustments or modifications incorporated thereintherein but such adjustments or modifications shall not include a change to the Applicable Rate), giving due consideration to any evolving or then existing convention for similar syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest together with any proposed LIBOR Successor Rate Conforming Changes. Notwithstanding anything to the contrary herein, such amendment shall become effectiveherein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred for a currency prior to the Reference Time in respect of any setting of a then-current Benchmark for such currency, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(1) or (a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting for such currency and subsequent Benchmark settings for such currency without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (a)(3) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any such Benchmark setting at or after 5:00 P.M. (New York City time) effective on the fifth (5th) Business Day after the date notice of such amendmentBenchmark Replacement amendment is provided to the Lenders unless prior to 5:00 p.m., Local Time, on such fifth Business Daywithout any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as Day the Administrative Agent shall havehas not received, by such time, have received written notice fromof objection to such Benchmark Replacement from Lenders comprising the Required Lenders stating that such Required Lenders object to such amendment.. If (x) a Benchmark Replacement Date has occurred for the Eurocurrency Rate for Dollars and the applicable Benchmark Replacement on such Benchmark Replacement Date for such Eurocurrency Rate is a Benchmark Replacement other than the sum of: (1) Term SOFR and (2) the related Benchmark Replacement Adjustment, (y) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in Dollars and the Borrower, in its sole discretion, requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (z) following such request from the Borrower, the Administrative Agent determines, in its sole discretion, that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may, in its sole discretion, provide the Borrower and the Lenders with written notice that from and after a date identified in such notice: (I) a Benchmark Replacement Date shall be deemed to have occurred and the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement”; provided however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement (for avoidance of doubt, for purposes of this proviso, such Benchmark Replacement Adjustment shall be the Benchmark Replacement Adjustment which was established in accordance with the definition of “Benchmark Replacement Adjustment” on the date determined in accordance with clauses (a)(1) or (2), as applicable, of the definition of “Benchmark Replacement Date”) and (II) such forward looking term rate shall be deemed to be the forward looking term rate referenced in the definition of “Term SOFR” for all purposes hereunder or under any other Loan Document in respect of any Benchmark setting for Loans denominated in Dollars and any subsequent Benchmark settings for Loans denominated in Dollars, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Section 2.23 shall apply with respect to such election of the Administrative Agent as completely as if such forward-looking term rate was initially determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement”.127

LIBOR Replacement Provisions. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Rate for any requested Interest Period, including, without limitation, because ICE LIBOR is not available or published on a current basis and such circumstances are unlikely to be temporary; (ii) the administrator of ICE LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which ICE LIBOR shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.23, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace ICE LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower shall endeavor to establish an alternate benchmark floating term rate of interest (any such proposed rate, a “LIBOR Successor Rate”) to the Adjusted Eurocurrency Rate (which may include the spread or method for determining a spread or other adjustments or modifications incorporated therein), giving due consideration to any evolving or then existing convention for similar syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest together with any proposed LIBOR Successor Rate Conforming Changes. Notwithstanding anything to the contrary herein, such amendment shall become effectiveherein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred for a currency prior to the Reference Time in respect of any setting of a then-current Benchmark for such currency, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(1) or (a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting for such currency and subsequent Benchmark settings for such currency without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (a)(3) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any such Benchmark setting at or after 5:00 P.M. (New York City time) effective on the fifth (5th) Business Day after the date notice of such amendmentBenchmark Replacement amendment is provided to the Lenders unless prior to 5:00 p.m., Local Time, on such fifth Business Daywithout any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as Day the Administrative Agent shall havehas not received, by such time, have received written notice fromof objection to such Benchmark Replacement from Lenders comprising the Required Lenders stating that such Required Lenders object to such amendment.. If (x) a Benchmark Replacement Date has occurred for the Eurocurrency Rate for Dollars and the applicable Benchmark Replacement on such Benchmark Replacement Date for such Eurocurrency Rate is a Benchmark Replacement other than the sum of: (1) Term SOFR and (2) the related Benchmark Replacement Adjustment, (y) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in Dollars and the Borrower, in its sole discretion, requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (z) following such request from the Borrower, the Administrative Agent determines, in its sole discretion, that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may, in its sole discretion, provide the Borrower and the Lenders with written notice that from and after a date identified in such notice: (I) a Benchmark Replacement Date shall be deemed to have occurred and the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement”; provided however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement (for avoidance of doubt, for purposes of this proviso, such Benchmark Replacement Adjustment shall be the Benchmark Replacement Adjustment which was established in accordance with the definition of “Benchmark Replacement Adjustment” on the date determined in accordance with clauses (a)(1) or (2), as applicable, of the definition of “Benchmark Replacement Date”) and (II) such forward looking term rate shall be deemed to be the forward looking term rate referenced in the definition of “Term SOFR” for all purposes hereunder or under any other Loan Document in respect of any Benchmark setting for Loans denominated in Dollars and any subsequent Benchmark settings for Loans denominated in Dollars, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Section 2.23 shall apply with respect to such election of the Administrative Agent as completely as if such forward-looking term rate was initially determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement”.

LIBOR Replacement Provisions. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Borrowers or the Required Majority Lenders under the Term B-1 Facility notify the Administrative Agent (with, in the case of the Required LendersMajority Lenders under the Term B-1 Facility, a copy to the BorrowerBorrowers) that the Borrower Borrowers or the Required Majority Lenders under the Term B-1 Facility (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Rate for any requested Interest Period, including, without limitation, because ICE LIBOR is not available or published on a current basis and such circumstances are unlikely to be temporary; (ii) the administrator of ICE LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which ICE LIBOR shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.232.25, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace ICE LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower Borrowers shall endeavor to establish with respect to the Term B-1 Facility an alternate benchmark floating term rate of interest (any such proposed rate, a “Term B-1 Facility LIBOR Successor Rate”) to the Adjusted Eurocurrency Rate (which may that is generally accepted as the then prevailing market convention for determining a rate of interest for similar syndicated loans in the United States at such time and shall include the spread or method for determining a spread or other adjustments or modifications incorporated therein), giving due consideration to any evolving or that are generally accepted as the then existing prevailing market convention for similar syndicated loans in the United States at determining such timespread, method, adjustment or modification, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest together with any proposed LIBOR Successor Rate Conforming Changes. Notwithstanding anything to the contrary herein, such amendment shall become effectiveherein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred for a currency prior to the Reference Time in respect of any setting of a then-current Benchmark for such currency, then (A) if a Benchmark Replacement is determined in accordance with clause (a)(1) or (a)(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting for such currency and subsequent Benchmark settings for such currency without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (a)(3) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any such Benchmark setting at or after 5:00 P.M. (New York City time) on the fifth (5th) Business Day after the date notice of such amendmentBenchmark Replacement is provided to the Lenders unless prior to 5:00 p.m., Local Time, on such fifth Business Daywithout any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent shall havehas not received, by such time, written notice fromof objection to such Benchmark Replacement from Lenders comprising the Required Lenders stating that such Required Lenders object to such amendment.. If (x) a Benchmark Replacement Date has occurred for the Eurocurrency Rate for Dollars and the applicable Benchmark Replacement on such Benchmark Replacement Date for such Eurocurrency Rate is a Benchmark Replacement other than the sum of: (1) Term SOFR and (2) the related Benchmark Replacement Adjustment, (y) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in Dollars and the Borrower, in its sole discretion, requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (z) following such request from the Borrower, the Administrative Agent determines, in its sole discretion, that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may, in its sole discretion, provide the Borrower and the Lenders with written notice that from and after a date identified in such notice: (I) a Benchmark Replacement Date shall be deemed to have occurred and the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement”; provided however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement (for avoidance of doubt, for purposes of this proviso, such Benchmark Replacement Adjustment shall be the Benchmark Replacement Adjustment which was established in accordance with the definition of “Benchmark Replacement Adjustment” on the date determined in accordance with clauses (a)(1) or (2), as applicable, of the definition of “Benchmark Replacement Date”) and (II) such forward looking term rate shall be deemed to be the forward looking term rate referenced in the definition of “Term SOFR” for all purposes hereunder or under any other Loan Document in respect of any Benchmark setting for Loans denominated in Dollars and any subsequent Benchmark settings for Loans denominated in Dollars, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Section 2.23 shall apply with respect to such election of the Administrative Agent as completely as if such forward-looking term rate was initially determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement”.B-1