Common use of Replacement Index Clause in Contracts

Replacement Index. Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document (provided that, for purposes hereof, any Swap Agreement shall not be deemed to be a “Credit Document”), but without limiting subsections (a) or (b) of this Section 3.1, if the Lender at any time or from time to time determines that (a) LIBOR is unavailable, (b) LIBOR cannot be determined, (c) LIBOR does not adequately reflect the cost to the Lender of making, funding, or maintaining the Revolving Loans, (d) the use of LIBOR has become impracticable or unreliable, (e) LIBOR is no longer representative of the underlying market or economic reality, or (f) it is no longer lawful for the Lender to lend at any rate based on LIBOR (any such determination is hereafter called a “Trigger Event”), or the circumstances permitting an Early Opt-In Election have occurred, then the Lender may elect to designate a substitute interest rate index, which may be Term SOFR, Daily Simple SOFR, or an alternate rate index that has been selected by the Lender as the replacement for LIBOR (the “Replacement Index”). If the Lender designates a Replacement Index, the Lender may also determine at such time or from time to time thereafter that a margin adjustment is necessary to produce a comparable interest rate to the interest rate that would have applied based on LIBOR. Upon such determination, the Lender will designate the amount of such margin adjustment (which may be a positive or a negative number) and adjust the Applicable Margin by that amount (and the result will be the “Adjusted Margin”). The Lender will provide notice to the Borrower of the Replacement Index, any margin adjustment, and the Adjusted Margin, as applicable. Commencing with the first interest rate change thereafter, the Replacement Index shall be deemed to be and shall become the operative interest rate index for purposes of this Agreement and any other Credit Documents, and this Agreement shall continue to bear interest on the unpaid principal amount through repayment thereof at the Replacement Index plus the Applicable Margin or the Adjusted Margin, as applicable (subject to (i) any interest rate floor set out in this Agreement and (ii) increase to or by the Default Rate). In any event, the Replacement Index will not be less than the greater of zero percent (0%) per annum or any minimum index floor otherwise provided in this Agreement. The Replacement Index may not necessarily be the Lender’s most favorable lending rate or interest rate index. Any determination or designation made by the Lender under this paragraph shall be made in the Lender’s sole and absolute discretion and shall be conclusive and binding absent manifest error. In connection with the implementation of a Replacement Index and, as applicable, the Adjusted Margin, the Lender will have the right from time to time, without any further action or consent of the Borrower or any other party, to implement any technical, administrative, or operational changes that the Lender decides may be appropriate to reflect the adoption and implementation of such Replacement Index and, as applicable, the Adjusted Margin and to permit the administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender determines that adoption of any portion of such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of such Replacement Index and, as applicable, the Adjusted Margin exists, in such other manner of administration as the Lender decides is reasonably necessary in connection with the administration of the Revolving Loans). Such technical, administrative, or operational changes may include, without limitation, changes to the determination of a Business Day, an Interest Determination Date or an Index Rate Determination Date, the timing and frequency of determining rates and making and applying payments, implementation and length of any lookback period, and other technical, administrative, or operational matters.

Replacement Index. Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document (provided that, for purposes hereof, any Swap Agreement shall not be deemed to be a “Credit Loan Document”), but without limiting subsections subsection (ag) above, if Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), that any of the circumstances described in clauses (i), (ii), (iii), (iv), (v) or (bvi) of this Section 3.1subsection (g) above have arisen, if the Lender at any time or from time and that such circumstances are unlikely to time determines that (a) LIBOR is unavailablebe temporary, (b) LIBOR cannot be determined, (c) LIBOR does not adequately reflect the cost to the Lender of making, funding, or maintaining the Revolving Loans, (d) the use of LIBOR has become impracticable or unreliable, (e) LIBOR is no longer representative of the underlying market or economic reality, or (f) it is no longer lawful for the Lender to lend at any rate based on LIBOR (any such determination is hereafter called a “Trigger Event”), or the circumstances permitting an Early Opt-In Election have occurred, then the Lender may elect elect, in lieu of exercising its rights under subsection (g) above, to designate in place of BSBY Index Rate a substitute interest rate index, which may be Term SOFR, Daily Simple SOFR, or an alternate rate index that has been selected by the Lender as the replacement for LIBOR applicable to all BSBY Loans then and thereafter outstanding (the “Replacement Index”). If the Lender so designates a Replacement Index, the Lender may also determine at such time or at any time or from time to time thereafter that a margin an index adjustment is necessary to produce a comparable interest rate to the interest rate that would have applied to the BSBY Loans based on LIBORthe BSBY Index Rate. Upon such determination, the Lender will designate the amount of such margin index adjustment (which may be a positive or a negative number) and adjust the Applicable Margin Replacement Index by that amount (and the result will be being the “Adjusted MarginReplacement Index”). The Lender will provide notice to the Borrower Representative of the Replacement Index and any Adjusted Replacement Index, any margin adjustment, and the Adjusted Margin, as applicable, and their respective effective dates. Commencing with the first interest rate change thereafterThereafter, the Replacement Index or, as applicable, the Adjusted Replacement Index shall be deemed to be and shall become the operative interest rate index instead of the BSBY Index Rate for purposes of making (or continuing) BSBY Loans under this Agreement and any other Credit Loan Documents, and this Agreement all BSBY Loans shall continue to bear interest on the unpaid principal amount thereafter from the effective date of such designation(s) through repayment thereof at the Replacement Index (or the Adjusted Replacement Index, as applicable) plus the Applicable Margin or the Adjusted Margin, as applicable (subject to (i) any interest rate floor set out in this Agreement and (ii) increase to or by the Default Rate, as applicable). In any eventThe Replacement Index or, the as applicable, Adjusted Replacement Index will not be less than the greater of zero percent (00.00%) per annum or in any minimum index floor otherwise provided in this Agreementevent. The Replacement Index or, as applicable, the Adjusted Replacement Index, may not necessarily be the Lender’s most favorable lending rate or interest rate index. Any determination or designation made by the Lender under this paragraph subsection (h) shall be made in the Lender’s sole and absolute discretion and shall be conclusive and binding absent manifest error, and any such determination or designation shall become effective at 5:00 p.m. on the fifth Business Day after Lender shall have notified Borrower Representative of such determination or designation. In connection with For avoidance of any doubt, the implementation institution (or adjustment) of a any Replacement Index andor any Adjusted Replacement Index, as applicable, by Lender shall not require the Adjusted Margin, the Lender will have the right from time to time, without any further action or consent of the Borrower or any other party, to implement any technical, administrativeof, or operational changes that the Lender decides may be appropriate to reflect the adoption and implementation of such Replacement Index andconsultation with, as applicable, the Adjusted Margin and to permit the administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender determines that adoption of any portion of such market practice is not administratively feasible Borrowers or if the Lender determines that no market practice for the administration of such Replacement Index and, as applicable, the Adjusted Margin exists, in such other manner of administration as the Lender decides is reasonably necessary in connection with the administration of the Revolving Loans). Such technical, administrative, or operational changes may include, without limitation, changes to the determination of a Business Day, an Interest Determination Date or an Index Rate Determination Date, the timing and frequency of determining rates and making and applying payments, implementation and length of any lookback period, and other technical, administrative, or operational mattersBorrower Representative.

Replacement Index. Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document If, as determined by Xxxxxx (provided that, for purposes hereof, any Swap Agreement shall not be deemed such determination to be a “Credit Document”binding in the absence of substantial and manifest error), but without limiting subsections (ai) the Index becomes generally unavailable or unascertainable; (bii) there is a public statement 278133232 v1 by the administrator of this Section 3.1the Index, if the Lender at any time or from time to time determines that (a) LIBOR is unavailable, (b) LIBOR cannot be determined, (c) LIBOR does not adequately reflect the cost to the Lender of making, fundingregulator thereof, or maintaining other government official that the Revolving Loans, (d) administrator has ceased or will cease to provide the use of LIBOR has become impracticable Index or unreliable, (e) LIBOR that the Index is no longer representative of the underlying market or economic reality, ; or (fiii) it is no longer lawful unlawful for Lender to rely on the Index for the types of transactions that include this Agreement or any other Loan Document, then Lender to lend at any rate based on LIBOR may replace the Index with an index selected by Lender in Lender's reasonable discretion and in consultation with the Borrower (any such determination is hereafter called a “Trigger Event”the "Replacement Index"), giving due consideration to any evolving or then-prevailing market convention for determination of a replacement for the circumstances permitting an Early Opt-In Election have occurred, then the Index. Lender may elect to designate a substitute interest rate index, which may be Term SOFR, Daily Simple SOFR, or make an alternate rate index that has been selected by the Lender as the replacement for LIBOR adjustment (the “Replacement Index”). If the Lender designates a Replacement Index, the Lender may also determine at such time or from time to time thereafter that a margin adjustment is necessary to produce a comparable interest rate "Adjustment") to the interest rate that would have applied based on LIBOR. Upon such determination, the Lender will designate the amount of such margin adjustment Replacement Index (which may be a positive or a negative number) value and adjust which may vary based on the Applicable Margin by that amount (and the result will be the “Adjusted Margin”). The Lender will provide notice to the Borrower tenor of the Replacement Indexapplicable advance), giving due consideration to any margin evolving or then-prevailing market convention for determining such an adjustment, or method for calculating or determining such an adjustment, and the Adjusted Margin, as applicableany governmental selection or recommendation for such adjustment. Commencing with the first interest rate change thereafter, The Adjustment shall be reasonably designed to cause the Replacement Index plus the Adjustment to be substantially equivalent to the Index before replacement of the Index. Xxxxxx's determination of the Adjustment shall be deemed to be binding in the absence of substantial and manifest error. The Replacement Index and the Adjustment shall become effective and shall become replace the operative interest rate index Index for all purposes of under this Agreement and any other Credit Documents, and this Agreement shall continue to bear interest Loan Document on the unpaid principal amount through repayment thereof at date specified for such replacement by a notice from Lender to Borrower specifying the Replacement Index plus and the Applicable Margin Adjustment, without any need or the Adjusted Margin, as applicable (subject to (i) any interest rate floor set out in this Agreement and (ii) increase to or requirement for action by the Default Rate). In any event, the Replacement Index will not be less than the greater of zero percent (0%) per annum or any minimum index floor otherwise provided in this AgreementBorrower. The Replacement Index may not necessarily be and the Lender’s most favorable lending rate or interest rate index. Any determination or designation made by the Lender under this paragraph Adjustment shall be made applied in a manner consistent with market practice as determined by Lender in its reasonable discretion; provided that, in each case, to the Lender’s sole extent such market practice is not administratively feasible for Lender or is not ascertainable, such Replacement Index and absolute discretion and Adjustment shall be conclusive applied as otherwise reasonably determined by Lender. Lender may amend this Agreement, any other Loan Document, and binding absent manifest error. In connection the other related documents to reflect the replacement of the Index with the implementation of a Replacement Index and, as applicable, and the Adjusted Margin, the Lender will have the right from time Adjustment and to time, without any further action or consent of the Borrower or any other party, to implement make any technical, administrative, or operational changes that the Lender decides may be determines are appropriate to reflect the adoption and implementation of such Replacement Index and, as applicable, the Adjusted Margin and to permit the administration thereof by of the Lender Replacement Index and the Adjustment in a manner substantially consistent with market practice (or, if the Lender determines that adoption of any portion of practice. Any such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of such Replacement Index and, as applicable, the Adjusted Margin exists, in such other manner of administration as the Lender decides is reasonably necessary in connection with the administration of the Revolving Loans). Such technical, administrative, or operational changes may includeamendment shall be effective upon notice to Borrower, without limitation, changes to the determination of a Business Day, an Interest Determination Date any need or an Index Rate Determination Date, the timing and frequency of determining rates and making and applying payments, implementation and length of any lookback period, and other technical, administrative, or operational mattersrequirement for action by Borrower."

Replacement Index. Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document If, as determined by Lender (provided that, for purposes hereof, any Swap Agreement shall not be deemed such determination to be a “Credit Document”binding in the absence of substantial and manifest error), but without limiting subsections (ai) the Index becomes generally unavailable or unascertainable; (bii) there is a public statement by the administrator of this Section 3.1the Index, if the Lender at any time or from time to time determines that (a) LIBOR is unavailable, (b) LIBOR cannot be determined, (c) LIBOR does not adequately reflect the cost to the Lender of making, fundingregulator thereof, or maintaining other government official that the Revolving Loans, (d) administrator has ceased or will cease to provide the use of LIBOR has become impracticable Index or unreliable, (e) LIBOR that the Index is no longer representative of the underlying market or economic reality, ; or (fiii) it is no longer lawful unlawful for Lender to rely on the Index for the types of transactions that include this Note, then Lender to lend at any rate based on LIBOR may replace the Index with an index selected by Lender in Lender's reasonable discretion (any such determination is hereafter called a “Trigger Event”the "Replacement Index"), giving due consideration to any evolving or then-prevailing market convention for determination of a replacement for the circumstances permitting an Early Opt-In Election have occurred, then the Index. Lender may elect to designate a substitute interest rate index, which may be Term SOFR, Daily Simple SOFR, or make an alternate rate index that has been selected by the Lender as the replacement for LIBOR adjustment (the “Replacement Index”). If the Lender designates a Replacement Index, the Lender may also determine at such time or from time to time thereafter that a margin adjustment is necessary to produce a comparable interest rate "Adjustment") to the interest rate that would have applied based on LIBOR. Upon such determination, the Lender will designate the amount of such margin adjustment Replacement Index (which may be a positive or a negative number) value and adjust which may vary based on the Applicable Margin by that amount (and the result will be the “Adjusted Margin”). The Lender will provide notice to the Borrower tenor of the Replacement Indexapplicable advance), giving due consideration to any margin evolving or then-prevailing market convention for determining such an adjustment, or method for calculating or determining such an adjustment, and the Adjusted Margin, as applicableany governmental selection or recommendation for such adjustment. Commencing with the first interest rate change thereafter, the Replacement Index The Adjustment shall be deemed reasonably designed to be and shall become the operative interest rate index for purposes of this Agreement and any other Credit Documents, and this Agreement shall continue to bear interest on the unpaid principal amount through repayment thereof at cause the Replacement Index plus the Applicable Margin or Adjustment to be substantially equivalent to the Adjusted Margin, as applicable (subject to (i) any interest rate floor set out Index before replacement of the Index. Lender's determination of the Adjustment shall be binding in this Agreement the absence of substantial and (ii) increase to or by the Default Rate). In any event, the Replacement Index will not be less than the greater of zero percent (0%) per annum or any minimum index floor otherwise provided in this Agreementmanifest error. The Replacement Index may not necessarily be and the Lender’s most favorable lending rate or interest rate index. Any determination or designation made by Adjustment shall become effective and shall replace the Lender Index for all purposes under this paragraph shall be made in Note on the Lender’s sole and absolute discretion and shall be conclusive and binding absent manifest error. In connection with date specified for such replacement by a notice from Lender to Borrower specifying the implementation of a Replacement Index and, as applicable, and the Adjusted Margin, the Lender will have the right from time to timeAdjustment, without any further need or requirement for action by Borrower. The Replacement Index and the Adjustment shall be applied in a manner consistent with market practice as determined by Lender; provided that, in each case, to the extent such market practice is not administratively feasible for Lender or consent is not ascertainable, such Replacement Index and Adjustment shall be applied as otherwise reasonably determined by Lender. Lender may amend this Note and the other loan documents to reflect the replacement of the Borrower or any other party, Index with the Replacement Index and the Adjustment and to implement make any technical, administrative, or operational changes that the Lender decides may be determines are appropriate to reflect the adoption and implementation of such Replacement Index and, as applicable, the Adjusted Margin and to permit the administration thereof by of the Lender Replacement Index and the Adjustment in a manner substantially consistent with market practice (or, if the Lender determines that adoption of any portion of practice. Any such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of such Replacement Index and, as applicable, the Adjusted Margin exists, in such other manner of administration as the Lender decides is reasonably necessary in connection with the administration of the Revolving Loans). Such technical, administrative, or operational changes may includeamendment shall be effective upon notice to Borrower, without limitation, changes to the determination of a Business Day, an Interest Determination Date any need or an Index Rate Determination Date, the timing and frequency of determining rates and making and applying payments, implementation and length of any lookback period, and other technical, administrative, or operational mattersrequirement for action by Borrower.

Replacement Index. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, if (A) a Benchmark Transition Event or, as the case may be, an Early Opt-in Election and (B) a Benchmark Replacement Index Date with respect thereto have occurred prior to the Reference Time in connection with any setting of the then-current IndexBenchmark, then such Benchmark Replacement Index will replace the then-current IndexBenchmark for all purposes under this Agreement and under any other Transaction Document in respect of such IndexBenchmark setting and subsequent IndexBenchmark settings without requiring any amendment to, or requiring any further action by or consent of any other party to, this Agreement or any other Credit Document (provided thatTransaction Document.(A) an Index Transition Event or, for purposes hereofas the case may be, any Swap Agreement shall not be deemed to be a “Credit Document”), but without limiting subsections (a) or (b) of this Section 3.1, if the Lender at any time or from time to time determines that (a) LIBOR is unavailable, (b) LIBOR cannot be determined, (c) LIBOR does not adequately reflect the cost to the Lender of making, funding, or maintaining the Revolving Loans, (d) the use of LIBOR has become impracticable or unreliable, (e) LIBOR is no longer representative of the underlying market or economic reality, or (f) it is no longer lawful for the Lender to lend at any rate based on LIBOR (any such determination is hereafter called a “Trigger Event”), or the circumstances permitting an Early Opt-In in Election have occurredand the Replacement Index Date with respect thereto has already occurred prior to the Reference Time for any setting of the then-current Index and as a result the then-current Index is being determined in accordance with clauses (2), then (3) or (4) of the Lender may elect to designate a substitute interest rate index, which may be Term SOFR, Daily Simple SOFR, or an alternate rate index that has been selected by the Lender as the replacement for LIBOR (the definition of “Replacement Index”). If ; and (B) the Lender designates Administrative Agent subsequently determines, that (w) Term SOFR and a Replacement Index, the Lender may also determine at such time Index Adjustment with respect thereto is or from time to time thereafter that a margin adjustment is necessary to produce a comparable interest rate to the interest rate that would have applied based on LIBOR. Upon such determination, the Lender will designate the amount of such margin adjustment (which may be a positive or a negative number) and adjust the Applicable Margin by that amount (has become available and the result will be the “Adjusted Margin”). The Lender will provide notice to the Borrower of Replacement Index Date with respect thereto has occurred, (x) there is currently a market for U.S. dollar-denominated transactions utilizing Term SOFR as an Index and for determining the Replacement IndexIndex Adjustment with respect thereto, (y) Term SOFR is being recommended as the Index for U.S. dollar-denominated syndicated credit facilities by the Relevant Governmental Body and (z) in any margin adjustmentevent, and the Adjusted Margin, as applicable. Commencing with the first interest rate change thereafterTerm SOFR, the Replacement Index shall be deemed to be Adjustment with respect thereto and shall become the operative interest rate index application thereof is administratively feasible for purposes of this Agreement and any other Credit Documents, and this Agreement shall continue to bear interest on the unpaid principal amount through repayment thereof at the Replacement Index plus the Applicable Margin or the Adjusted Margin, Administrative Agent (as applicable (subject to (i) any interest rate floor set out in this Agreement and (ii) increase to or determined by the Default RateAdministrative Agent). In any event, then clause (1) of the definition of “Replacement Index will not be less than the greater of zero percent (0%) per annum or any minimum index floor otherwise provided in this Agreement. The Replacement Index may not necessarily be the Lender’s most favorable lending rate or interest rate index. Any determination or designation made by the Lender under this paragraph shall be made in the Lender’s sole and absolute discretion and shall be conclusive and binding absent manifest error. In connection with the implementation of a Replacement Index and, as applicable, the Adjusted Margin, the Lender will have the right from time to timeIndex” will, without requiring any amendment to, or requiring any further action by or consent of the Borrower any other party to, this Agreement or any other partyTransaction Document, to implement replace such then-current Index for all purposes hereunder and under any technical, administrative, or operational changes that the Lender decides may be appropriate to reflect the adoption and implementation other Transaction Document in respect of such Replacement Index andsetting and subsequent Index settings on and from the beginning of the next Remittance Period or, as applicablethe case may be, Available Tenor so long as the Adjusted Margin and Administrative Agent notifies all the parties hereto prior to permit the administration thereof by the Lender in a manner substantially consistent with market practice (commencement of such next Remittance Period or, if the Lender determines that adoption of any portion of such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of such Replacement Index and, as applicable, the Adjusted Margin exists, in such other manner of administration as the Lender decides is reasonably necessary in connection with the administration of the Revolving Loans). Such technicalcase may be, administrative, or operational changes may include, without limitation, changes to the determination of a Business Day, an Interest Determination Date or an Index Rate Determination Date, the timing and frequency of determining rates and making and applying payments, implementation and length of any lookback period, and other technical, administrative, or operational mattersAvailable Tenor.

Replacement Index. Notwithstanding anything to the contrary herein or in any of the other Loan Documents, in the event that Lender determines in its sole and absolute discretion that (a) LIBOR (or any Replacement Index) is no longer an available rate or readily ascertainable by Lender or will no longer be as of a future date an available rate, (b) LIBOR (or any Replacement Index) is no longer widely accepted or has been replaced as the index for similar financial instruments (regardless of whether the index continues to be posted electronically or available), (c) submissions by banks are not sufficient to make LIBOR (or any Replacement 58 Index) a reliable benchmark or (d) any requirement of law or any change therein, or in the interpretation or application thereof, shall hereafter make it unlawful for Lender in good faith to make or maintain the Loan bearing interest at LIBOR (or any Replacement Index), Lender may substitute another rate selected by Lender in its good faith discretion (the "Replacement Index") plus the Rate Spread to be utilized in place of LIBOR (or any Replacement Index). Accordingly, as used in any of the Loan Documents, "LIBOR" shall thereafter mean, for each Interest Period the Replacement Index (in effect for each Interest Period as determined by Lender) plus the Rate Spread. Notwithstanding anything to the contrary contained in this Agreement or any other Credit Document (provided that, for purposes hereof, any Swap Agreement shall not be deemed to be a “Credit Document”), but without limiting subsections (a) or (b) of this Section 3.1the Loan Documents, if the Lender at any time or from time to time determines that (a) LIBOR is unavailable, (b) LIBOR cannot be determined, (c) LIBOR does not adequately reflect the cost to the Lender of making, funding, or maintaining the Revolving Loans, (d) the use of LIBOR has become impracticable or unreliable, (e) LIBOR is no longer representative of the underlying market or economic reality, or (f) it is no longer lawful for the Lender to lend at any rate based on LIBOR (any such determination is hereafter called a “Trigger Event”), or the circumstances permitting an Early Opt-In Election have occurred, then the Lender may elect to designate a substitute interest rate index, which may be Term SOFR, Daily Simple SOFR, or an alternate rate index that has been selected by the Lender as the replacement for LIBOR (the “Replacement Index”). If the Lender designates a Replacement Index, the Lender may also determine at such time or from time to time thereafter that a margin adjustment is necessary to produce a comparable interest rate to the interest rate that would have applied based on LIBOR. Upon such determination, the Lender will designate the amount of such margin adjustment (which may be a positive or a negative number) and adjust the Applicable Margin by that amount (and the result will be the “Adjusted Margin”). The Lender will provide notice to the Borrower calculation of the Replacement Index, any margin adjustment, and the Adjusted Margin, as applicable. Commencing with the first interest Index results in a Replacement Index rate change thereafterof less than zero (0), the Replacement Index shall be deemed to be and zero (0) for all purposes in the Loan Documents. Borrower shall become enter into any amendments to the operative interest rate index for purposes Loan Documents (at Borrower's expense) required by Lender in connection with the replacement of this Agreement and LIBOR (or any other Credit Documents, and this Agreement shall continue to bear interest on the unpaid principal amount through repayment thereof at Replacement Index) with the Replacement Index plus the Applicable Margin or Rate Spread. Such amendments may include changes to the Adjusted MarginLoan Documents to address timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, as applicable (subject to (i) any interest rate floor set out in this Agreement and (ii) increase to or by the Default Rate). In any event, the Replacement Index will not be less than the greater of zero percent (0%) per annum or any minimum index floor otherwise provided in this Agreement. The Replacement Index may not necessarily be the Lender’s most favorable lending rate or interest rate index. Any determination or designation made by the Lender under this paragraph shall be made in the discretion of Lender’s sole and absolute discretion and shall be conclusive and binding absent manifest error. In connection with the implementation of a Replacement Index and, as applicable, the Adjusted Margin, the Lender will have the right from time to time, without any further action or consent of the Borrower or any other party, to implement any technical, administrative, or operational changes that the Lender decides may be appropriate to reflect the adoption and implementation of such the Replacement Index and, as applicable, the Adjusted Margin and to permit the administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender determines that adoption of any portion of such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of such the Replacement Index and, as applicable, the Adjusted Margin exists, in such other manner of administration as the Lender decides is reasonably necessary in connection with the administration of the Revolving Loansdetermines). Such technical, administrative, or operational changes may include, without limitation, changes to the determination of a Business Day, an Interest Determination Date or an Index Rate Determination Date, the timing and frequency of determining rates and making and applying payments, implementation and length of any lookback period, and other technical, administrative, or operational matters.