Common use of Replacing USD LIBOR Clause in Contracts

Replacing USD LIBOR. Notwithstanding anything to the contrary herein or in any other Loan Document, on March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of the Eurodollar Base Rate’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 3-month, 6-month and 12-month Eurodollar Base Rate tenor settings. On the earlier of (i) the date that all Available Tenors of the Eurodollar Base Rate have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is the Eurodollar Base Rate, the Benchmark (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.13), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Loan Document in respect of any setting of such Benchmark on such day and allsetting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. If the and (y) if a Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Replacing USD LIBOR. Notwithstanding anything to the contrary herein or in any other Loan Document, on March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of the Eurodollar Base Rate’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 3-month, 6-month and 12-month Eurodollar Base Rate tenor settings. On the earlier of (i) the date that all Available Tenors of the Eurodollar Base Rate USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark with respect to amounts denominated in Dollars is the Eurodollar Base RateUSD LIBOR, the Benchmark (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.13), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Loan Document in respect of any setting of such Benchmark on such day and allsetting all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. If USD LIBOR has been replaced by a Benchmark Replacement pursuant to clause (b) and (i) the applicable “Benchmark Replacement” on the effectiveness of such replacement was a Benchmark Replacement other than the Benchmark Replacement provided for in clause (a)(1) of the definition of Benchmark Replacement, (ii) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR and the Borrower requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) 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 Lenders with written notice that from and after a date identified in such notice the rate determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” shall replace the then current Benchmark for all purposes hereunder; provided, however, that 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 Loan Document in respect of any Benchmark setting and any subsequent Benchmark settings settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. If For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Section 2.13 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”, including, without limitation, the provisions set forth in clauses (c) and (yf) if a Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basisof this Section 2.13.

Replacing USD LIBOR. Notwithstanding anything to the contrary herein or in any other Loan Document, on On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of the Eurodollar Base RateUSD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 3-month, 6-month and 12-12- month Eurodollar Base Rate USD LIBOR tenor settings. On the earlier of (i) the date that all Available Tenors of the Eurodollar Base Rate USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if Benchmark Replacement. Notwithstanding anything to the then-current Benchmark is the Eurodollar Base Rate, the Benchmark (and contrary herein or in any Swap Agreement shall be deemed not to be a “other Loan Document” for purposes of this Section 2.13), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark is USD LIBOR, the Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Loan Document in respect of any setting of such Benchmark on such day and allsetting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. If the and (y) if a Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly quarterly basis.

Replacing USD LIBOR. Notwithstanding anything to the contrary herein or in any other Loan Document, on On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of the Eurodollar Base RateUSD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 3-month, 6-month and 12-month Eurodollar Base Rate USD LIBOR tenor settings. On the earlier of (ix) the date that all Available Tenors of the Eurodollar Base Rate USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (iiy) the Early Opt-in Effective Date, if the then-current Benchmark is the Eurodollar Base Rate, the Benchmark (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.13)if, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark is USD LIBOR, the Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Loan Credit Document in respect of any setting of such Benchmark on such day and allsetting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Credit Document. If the and the definition of “Adjusted Term SOFR” shall be deemed modified to delete the addition of the Term SOFR Adjustment to Term SOFR for any calculation and (y) if a Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly quarterly basis.

Replacing USD LIBOR. Notwithstanding anything to the contrary herein or in any other Loan Document, on On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of the Eurodollar Base RateUSD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 3-month, 6-month and 12-month Eurodollar Base Rate USD LIBOR tenor settings. On the earlier of (i) the date that all Available Tenors of the Eurodollar Base Rate USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is the Eurodollar Base RateUSD LIBOR, the Benchmark (and i) Notwithstanding anything to the contrary herein or in any Swap Agreement shall be deemed not to be a “other Loan Document” for purposes , upon the occurrence of this Section 2.13), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current BenchmarkEvent, then (xA) if a Benchmark Replacement is determined in accordance with clause (1a) 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 Loan Document in respect of any setting of such Benchmark on such day and allsetting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. If the and (yB) if a Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.. determined in accordance with clause (b) of (b)

Replacing USD LIBOR. Notwithstanding anything to the contrary herein or in any other Loan Document, on On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of the Eurodollar Base RateUSD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 3-month, 6-month and 12-12- month Eurodollar Base Rate USD LIBOR tenor settings. On the earlier of (i) the date that all Available Tenors of the Eurodollar Base Rate USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is the Eurodollar Base RateLIBOR, the Benchmark (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.13), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Loan Program Document in respect of any setting of such Benchmark on such day and allsetting all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Program Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. 118706572\V-5 If LIBOR has been replaced by a Benchmark Replacement pursuant to clause (A) of Section 3(e) and (i) the applicable Benchmark Replacement on the effectiveness of such replacement was a Benchmark Replacement other than the Benchmark Replacement provided for in clause (1)(a) of the definition of Benchmark Replacement, (ii) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR and Seller requests that Buyer review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from Seller, Buyer determines (in its sole discretion) that such forward looking term rate is administratively feasible for Buyer, then Buyer may (in its sole discretion) provide Seller with written notice that from and after a date identified in such notice the rate determined in accordance with clause (1)(a) of the definition of “Benchmark Replacement” shall replace the then current Benchmark for all purposes hereunder; provided, however, that 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 Program Document in respect of any Benchmark setting and any subsequent Benchmark settings settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Program Document. If For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in Section 3(e) shall apply with respect to such election of Buyer as completely as if such forward-looking term rate was initially determined in accordance with clause (1)(a) of the definition of “Benchmark Replacement”, including, without limitation, the provisions set forth in clauses (C) and (yF) if a Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basisof Section 3(e).

Replacing USD LIBOR. Notwithstanding anything to the contrary herein or in any other Loan Document, on On March 5, 2021 2021, the Financial Conduct Authority (“FCA”), the regulatory supervisor of the Eurodollar Base RateUSD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 3-month, 6-month and 12-month Eurodollar Base Rate USD LIBOR tenor settings. On the earlier earliest of (i) July 1, 2023, (ii) the date that all Available Tenors of the Eurodollar Base Rate USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (iiiii) the Early Opt-in Effective Date, if the then-current Benchmark is the Eurodollar Base RateUSD LIBOR, the Benchmark (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.13), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Loan Document in respect of any setting of such Benchmark on settingon such day and allsetting and all subsequent Benchmark settings without any amendment to, or further action by or consent of any other party to, this Agreement or any other Loan Document and (y) if a. If the Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in each instance notwithstanding the requirements of §27.2 or anything else contained herein or in any other Loan Document, such Benchmark Replacement will replace suchDaily Simple SOFR, all interest payments will be payable on a monthly basis. (a) (b) Replacing Future Benchmarks. If any Benchmark Transition Event occurs after the date hereof (other than as described above with respect to USD LIBOR), the then- current Benchmark will be replaced with the Benchmark Replacement for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or afteron the later of (i) as of 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower (together, if applicable, with an amendment to this Agreement implementing such Benchmark Replacement and any applicable Benchmark Replacement Conforming Changes) or (ii) such other date as may be determined by the Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, so long as the Agent has not received, by such time (or, in the case of clause (ii) above, such time as may be specified by the Agent as a deadline to receive objections, but in any case, no less than five (5) Business Days after the date such notice is provided to the Lenders and the Borrower), written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and (y) if economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Agent that a Benchmark Replacement is Daily Simple SOFRhas replaced such Benchmark, all interest payments and, failing that, the Borrower will be payable on deemed to have converted any such request into a monthly basisrequest for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, the component of the Base Rate based upon the Benchmark will not be used in any determination of the Base Rate.

Replacing USD LIBOR. Notwithstanding anything to the contrary herein or in any other Loan Document, on On March 5, 2021 2021, the Financial Conduct Authority (“FCA”), the regulatory supervisor of the Eurodollar Base RateUSD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 3-month, 6-month and 12-month Eurodollar Base Rate USD LIBOR tenor settings. On the earlier earliest of (i) July 1, 2023, (ii) the date that all Available Tenors of the Eurodollar Base Rate USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (iiiii) the Early Opt-in Effective Date, if the then-current Benchmark is the Eurodollar Base Rate, the Benchmark (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.13), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1i) or (ii) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such is USD LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Facility Document in respect of any such Benchmarkany setting of such Benchmark on such day and allsetting and all subsequent Benchmark settings without any amendment to, or further action by or consent of any other party to, this Agreement or any other Facility Document and (y) if a Benchmark Replacement is determined in accordance with clause (iii) of. If the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in each instance notwithstanding the requirements of Section 16.01 or anything else contained herein or in any other Facility Document, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Facility Document in respect of any 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 Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. If Facility Document so long as the and (y) if a Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders; provided that, at is Daily Simple SOFR, all interest payments will be payable on a monthly quarterly basis.. At any time the Benchmark Replacement has been determined other than in accordance with clause (i1)(A) of the definition of “Benchmark Replacement” due to the unavailability of Term SOFR and Term SOFR becomes available such that the Benchmark Replacement could be determined in accordance with clause (i1) of the definition of “Benchmark Replacement”(A), the Administrative Agent and the Borrower each agree to cooperate in good faith to enter into amendments to this Agreement and the Facility Documents as applicable to implement such Benchmark Replacement pursuant to clause (i1)(A) of the definition of “Benchmark Replacement”.. (b

Replacing USD LIBOR. Notwithstanding anything to the contrary herein or in any other Loan Document, on On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of the Eurodollar Base RateUSD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 3-month, 6-month and 12-12- month Eurodollar Base Rate USD LIBOR tenor settings. On the earlier of (i) the date that all Available Tenors of the Eurodollar Base Rate USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is the Eurodollar Base RateLIBOR, the Benchmark (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.13), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) 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 Loan Document in respect of any setting of such Benchmark on such day and allsetting all subsequent settings without any amendment to, or further action or consent of any other party to this Loan Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis. If LIBOR has been replaced by a Benchmark Replacement pursuant to clause (a) of this Section 2.13 and (i) the applicable Benchmark Replacement on the effectiveness of such replacement was a Benchmark Replacement other than the Benchmark Replacement provided for in clause (1)(a) of the definition of Benchmark Replacement, (ii) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR and Borrower requests that Lender review the administrative feasibility of such recommended forward-looking term rate for purposes of this Loan Agreement and (iii) following such request from Borrower, Lender determines (in its sole discretion) that such forward looking term rate is administratively feasible for Lender, then Lender may (in its sole discretion) provide Borrowers with written notice that from and after a date identified in such notice the rate determined in accordance with clause (1)(a) of the definition of “Benchmark Replacement” shall replace the then current Benchmark for all purposes hereunder; provided, however, that 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 Loan Document in respect of any Benchmark setting and any subsequent Benchmark settings settings, without any amendment to, or further action or consent of any other party to, this Loan Agreement or any other Loan Document. If For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Section 2.13 shall apply with respect to such election of Lender as completely as if such forward-looking term rate was initially determined in accordance with clause (1)(a) of the definition of “Benchmark Replacement”, including, without limitation, the provisions set forth in clauses (c) and (yf) if a Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basisof this Section 2.13.