Common use of LIBOR Replacement Clause in Contracts

LIBOR Replacement. If at any time (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) the circumstances set forth in Section 3.03 have arisen and such circumstances are unlikely to be temporary or (B) the circumstances set forth in Section 3.03 have not arisen, but the supervisor for the administrator of ICE LIBOR (or the successor thereto with respect to 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 used for determining interest rates for loans or (ii) the Required Lenders (including pursuant to Section 3.03) request an amendment to this Agreement as a result of the discontinuation of ICE LIBOR, then, in each case, the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time (which rate shall in no event be less than 0.00% per annum), and may enter into an amendment to this Agreement and the other Loan Documents to amend and/or replace the definition of “Eurodollar Rate” (and the ancillary terms and other provisions with respect thereto) to reflect such alternate rate of interest and such other related changes to this Agreement (and such other Loan Documents as may be applicable) with the consent of only the Borrower and the Administrative Agent, in each case, only so long as the Administrative Agent provides the Lenders with written notice of the terms thereof at least five Business Days prior to the effectiveness of any such amendment and the Required Lenders do not object thereto during such notice period.