Replacement Index. If the Lender determines, in its sole discretion, that the index for this Agreement has or will become unavailable or unreliable, either temporarily, indefinitely, or permanently, during the term of this Agreement (including, with respect to LIBOR, as a result of the permanent cessation of LIBOR), the Lender may amend this Agreement by designating a replacement index (including an adjustment thereto, which may be a positive or negative value or zero) selected by the Lender in its sole... discretion. The Lender may also amend this Agreement to make any technical, administrative or operational changes (including, without limitation, changes to timing and frequency of determining rates and making payments of interest and other administrative matters, referred to herein as the "Conforming Changes") that the Lender decides may be appropriate to implement the replacement index (including an adjustment thereto) and to permit administration thereof by the Lender. In designating any replacement index (including any adjustment thereto) and making these amendments, the Lender may give due consideration to (a) any applicable recommendation by the Federal Reserve Board, Federal Reserve Bank of New York or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto or (b) any applicable evolving or then-prevailing market convention for U.S. dollar-denominated credit facilities at such time. Any amendment to the terms of this Agreement to designate or implement a replacement index (including any adjustment thereto) or make any Conforming Changes will become effective and bind the Borrowers 10 business days after the Lender gives written notice to the Borrowers without any action or consent of, or execution of any document by, either Borrower or any other party.View More
