Alternative Rate of Interest. Notwithstanding anything to the contrary in [Section 5.8(a)] above, if the Administrative Agent has made the determination (such determination to be conclusive absent manifest error) that # the circumstances described in [Section 5.8(a)(i) or (a)(ii)])] have arisen and that such circumstances are unlikely to be temporary, # any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in the applicable currency or # the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the U.S. syndicated loan market in the applicable currency, then the Administrative Agent may, to the extent practicable (with the approval of the Borrower and as determined by the Administrative Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and until # an event described in [Section 5.8(a)(i)], (a)(ii), (c)(i), (c)(ii) or (c)(iii) occurs with respect to the Replacement Rate or # the Administrative Agent (or the Required ​ through the Administrative Agent) notifies the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to ​ of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent in consultation with the Borrower, as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this [Section 5.8(c)]. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 12.2), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the delivery of such amendment to ​, written notices from such ​ that in the aggregate constitute Required ​, with each such notice stating that such Lender objects to such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lender objects). To the extent the Replacement Rate is approved by the Borrower and the Administrative Agent in connection with this clause (c), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, or consultation with, any of ​).

Alternative Rate of Interest. Notwithstanding anything to the contrary in [Section 5.8(a)] above, if the Administrative Agent has made determination (such determination to be conclusive absent manifest error) that # the circumstances described in [Section 5.8(a)(i) or (a)(ii)])] have arisen and that such circumstances are unlikely to be temporary, # any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the syndicated loan market in the applicable currency or # the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the syndicated loan market in the applicable currency, then the Administrative Agent and the Borrower shall endeavor to establish a replacement interest 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 (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and until # an event described in [Section 5.8(a)(i), (a)(ii), (c)(i), (c)(ii) or (c)(iii)])])])])] occurs with respect to the Replacement Rate or # the Required Lenders (either directly or through the Administrative Agent) notify the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent, as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this [Section 5.8(c)]. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, [Section 12.2]), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lender objects). To the extent the Replacement Rate is approved by the Administrative Agent in connection with this clause (c), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower (it being understood that any such modification pursuant to this clause (c) shall not require the consent of, or consultation with, any of the Lenders).

Alternative Rate of Interest. If the Administrative Agent has made the determination described in [Section 5.8(a)(i) or (a)(ii)])], the Administrative Agent may (in consultation with the Borrower) establish an alternative interest rate for the affected Eurocurrency Rate Loans that is reasonably comparable (to the extent practicable and generally in accordance with similar situations in other transactions in which Administrative Agent is serving in such capacity) to the Eurocurrency Rate, in which case, such alternative rate of interest shall apply with respect to the affected Eurocurrency Rate Loans until # the Administrative Agent revokes the notice delivered with respect to the affected Eurocurrency Rate Loans under [Section 5.8(a)(i) or (a)(ii), (ii)])])] an event described in [Section 5.8(a)(i) or (a)(ii)])] occurs with respect to such alternative interest rate or # the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to the Lenders of funding the affected Eurocurrency Rate Loans. To the extent an alternative rate is approved by the Administrative Agent in connection with this clause (c), the approved rate shall be applied to the applicable Interest Period in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied to the applicable Interest Period as otherwise reasonably determined by the Administrative Agent.