Common use of Basis for Determining Interest Rate Inadequate or Unfair Clause in Contracts

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Borrowing: (a) the Administrative Agent is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Currency Borrowing: (a) the Administrative Agent is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Currency Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ia) if such Fixed Rate Borrowing is a Committed BorrowingBorrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, and (iib) if such Fixed Rate Borrowing is a Money Market LIBOR BorrowingBorrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such dayday and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingFixed Rate Loans: (a) the Administrative Agent is advised by the Euro-Dollar Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Bank Banks in the relevant market for such Interest Period, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingFixed Rate Loans: (a) the Administrative Agent is advised by the Reference Bank determines that (i) deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank generally available in the relevant market for such Interest PeriodPeriod or (ii) reasonable means do not exist for ascertaining the Euro-Dollar Rate, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingLIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank determines in good faith that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans applicable Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Euro-Dollar Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to each such Banks Bank of funding their its Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended. In such event, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless (a) unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of (i) any Euro-Dollar Borrowing or Money Market LIBOR Borrowing denominated in Dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and or (ii) if such Borrowing is a any Money Market LIBOR BorrowingBorrowing for which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day, and (b) any Notice of Borrowing for a Euro-Dollar Borrowing denominated in an Alternate Currency shall be ineffective. For purposes of Section 8.1(b), in determining whether the Euro-Dollar Rate, as determined by Administrative Agent, will not adequately and fairly reflect the cost to any Bank of funding its Euro-Dollar Loans for such Interest Period, such determination will be based solely on the ability of such Bank to obtain matching funds in the London interbank market at a reasonably equivalent rate.

Basis for Determining Interest Rate Inadequate or Unfair. If Reference Successor Rate. If, on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Eurocurrency Borrowing: (ai) the Administrative Agent is advised by the Reference Bank Majority Banks that deposits in dollars or euros (in the applicable amounts) are not being offered to the Reference Bank such Banks in the relevant market for such principal amount and Interest Period, ; or (bii) the Majority Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Eurocurrency Loans in dollars or euros, as applicable, for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist (which the Administrative Agent agrees to do promptly after such circumstances no longer exist), the obligations of the Banks to make Euro-Dollar Loans(i) each Eurocurrency Loan denominated in dollars will automatically, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current existing Interest Period therefor, convert into an ABR Loan, (ii) each Eurocurrency Loan denominated in euros shall be prepaid by the applicable theretoBorrower or exchanged into an Equivalent amount of dollars and converted into an ABR Loan and (iii) the obligations of the Banks to make, or to convert or continue, Eurocurrency Loans in the affected currency shall be suspended. Unless the relevant Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of (x) any Euro-Dollar Eurocurrency Borrowing or Money Market LIBOR Borrowing denominated in dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as an ABR Borrowing or (y) any Eurocurrency Borrowing denominated in euros for which a Base Rate BorrowingNotice of Borrowing has previously been given that it elects not to borrow on such date, and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from instead be exchanged into an Equivalent amount of dollars and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such dayconverted into a ABR Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingEurodollar Loan: (ai) the Administrative Agent is advised determines (which determination shall be conclusive) that by reason of circumstances affecting the Reference Bank that deposits in dollars (in relevant market, adequate and reasonable means do not exist for ascertaining the applicable amounts) are not being offered to the Reference Bank in the relevant market Eurodollar Rate for such Interest Period, ; or (bii) Banks Lenders having 50% or more of the aggregate amount of the affected Loans Commitments of the relevant Class advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Eurodollar Loans for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banksrelevant Lenders, whereupon whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Eurodollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Eurodollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Eurodollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing in the same aggregate amount as the requested Borrowing and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Revolving Base Rate Loans for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Fixed Rate Borrowing or Money Market Borrowing: (a) the Administrative Agent is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Periodcase of a Committed Borrowing, or (b) Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Currency Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed BorrowingBorrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR BorrowingBorrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day, and (iii) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. (a) If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Borrowing: (ai) the Administrative Agent is advised by determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market LIBO Rate for such Interest PeriodPeriod (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), or (bii) the Required Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered LIBO Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Term Loans for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Term Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Company notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, . (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(ii) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall endeavor to establish an alternate rate of interest to the LIBO 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, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 10.05, 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 Domestic Business Days of the date notice of such alternate rate of interest is provided to the Banks, a written notice from the Required Banks stating that such Required Banks object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 8.01(b), only to the extent the LIBO Screen Rate for Dollars such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Euro-Dollar Borrowing shall be ineffective and (y) if such any Borrowing is Request requests a Money Market LIBOR Euro-Dollar Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the be made as a Base Rate Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for such daythe purposes of this Agreement.

Basis for Determining Interest Rate Inadequate or Unfair. If In the case of SOFR Loans, if on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Borrowing: (a) Period, the Administrative Agent is advised determines in a commercially reasonable manner (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, the Administrative Agent will promptly so notify the Borrower, the Services Provider and each Lender. Upon notice thereof by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered Administrative Agent to the Reference Bank in Borrower and the relevant market for such Interest PeriodServices Provider, or (b) Banks having 50% or more any obligation of the aggregate amount Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans advise or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.9. Subject to Section 11.6, if the Administrative Agent determines in a commercially reasonable manner (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the Adjusted London Interbank Offered definition thereof on any given day, the interest rate on Base Rate as Loans shall be determined by the Administrative Agent will not adequately and fairly reflect without reference to clause (c) of the cost to such Banks definition of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon “Alternate Base Rate” until the Administrative Agent notifies the Borrower that the circumstances giving rise to revokes such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such daydetermination.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Fixed Rate Borrowing: (a) the Administrative Agent determines that the London Interbank Offered Rate is advised by the Reference Bank that deposits in dollars (not available in the applicable amounts) are not being offered to the Reference Bank manner set forth in the relevant market definition of London Interbank Offered Rate for any such Interest Period (each such Interest Period an “Affected Interest Period”), or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent in writing that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Euro‑Dollar Loans for such Interest Period, in either the case of clause (a) or clause (b) above, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans, Euro‑Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, Loans shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market LIBOR Borrowing: (a) If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market LIBOR Loan the Administrative Agent is advised by the Reference Bank determines in good faith that deposits in dollars Dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Euro-Dollar Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a an Alternate Base Rate Borrowing, Borrowing and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Alternate Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing Currency Loan or Money Market BorrowingCompetitive Bid LIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank Banks that deposits in dollars the relevant currency (in the applicable amounts) are not being offered to the Reference Bank Banks in the relevant market for such Interest Period, or (b) Banks in the case of Euro-Currency Loans, Lenders having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Currency Loans in the relevant currency for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans, Currency Loans in the relevant currency or to continue or convert outstanding Loans as or into Euro-Dollar LoansCurrency Loans in the relevant currency, as the case may be, shall be suspended, and (ii) each outstanding Euro-Dollar Currency Loan shall be prepaid (or in the case of an affected Loan denominated in dollars, converted into a Base Rate Loan Loan) on the last day of the then current Interest Period applicable thereto. Unless , (iii) unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing or Money Market LIBOR Borrowing denominated in dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ix) if such Fixed Rate Borrowing is a Committed Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (iiy) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such dayday and (iv) any request for a Committed Alternative Currency Loan shall be ineffective.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Currency Borrowing or Money Market Borrowing: (a) IBOR Loan the Administrative Agent is advised by the Reference Bank determines in good faith that deposits in dollars Dollars or the applicable Alternate Currency (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, Currency Loans in Dollars or to continue or convert outstanding Loans as or into Euro-Dollar Loansthe applicable Alternate Currency, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless In such event (a) unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Euro-Currency Business Days before Day before, but excluding, the date of (i) any Euro-Dollar Borrowing or Money Market LIBOR Currency Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and or (ii) if such Borrowing is a any Money Market LIBOR BorrowingIBOR Borrowing for which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR IBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day, and (b) if Borrowings of Alternate Currency Loans are affected, any Notice of Borrowing for a Euro-Currency Borrowing denominated in an Alternate Currency shall be ineffective.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing Loan or Money Market BorrowingLIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank Banks that deposits in dollars the applicable currency (in the applicable amounts) are not being offered to the Reference Bank Banks in the relevant market for such Interest Period, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans, Loans or to continue or convert outstanding Loans into or continue outstanding Loans as or into Euro-Dollar Loans, as the case may be, Loans shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate plus the Applicable Rate for Base Rate Loans for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingFixed Rate Loans: (a) the Administrative Agent is advised by the Reference Bank determines that (i) deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank generally available in the relevant market for such Interest PeriodPeriod or (ii) reasonable means do not exist for ascertaining the Euro-Dollar Rate, or (b) Banks in the case of Euro-Dollar Loans, Lenders having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If In the case of Eurodollar Rate Loans, if on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingPeriod: (a) the Administrative Agent is advised unable to obtain a quotation for the London Interbank Offered Rate as contemplated by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest PeriodSection 2.5, or (b) Banks having 50% or more of the aggregate amount of the affected Loans Majority Lenders advise the Administrative Agent that as a result of changes arising after the Adjusted date of this Agreement the London Interbank Offered Rate they have determined, in their commercially reasonable judgment, that a material disruption to LIBOR or a change in the methodology of calculating LIBOR has occurred or the Majority Lenders advise the Administrative Agent that as a result of changes arising after the date of this Agreement the London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding or maintaining their Euro-Dollar Eurodollar Rate Loans for such Interest Period, in each case the Administrative Agent shall forthwith give notice thereof (by telephone confirmed in writing) to the Borrower Borrower, the Lenders and the BanksCollateral Agent, whereupon until the Administrative Agent notifies the Borrower and the Collateral Agent that the circumstances giving rise to such suspension no longer exist, the obligations (if any) of the Banks Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Eurodollar Rate Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each except in the case of Eurodollar Rate Loans required to fund Exposure Amounts; provided that such Lenders shall instead fund Base Rate Loans (or in the case of outstanding Euro-Dollar Loan shall Loans, such Loans will be converted into a to Base Rate Loan on Loans at the last day end of such Interest Period), which Base Rate Loans shall convert to Eurodollar Rate Loans immediately upon the then current Interest Period applicable theretocessation of such circumstances. Unless the Borrower notifies If at any time the Administrative Agent at least two Domestic Business Days before or the Borrower reasonably determines that (A) (i) the circumstances set forth in clause (b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b) have not arisen but the supervisor for the administrator (of any) of LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date of any Euro-Dollar Borrowing or Money Market after which LIBOR Borrowing shall no longer be used for which a Notice of Borrowing has previously been given that it elects not to borrow on determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (b) a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the Borrower) choose a replacement index for LIBOR and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent to the all-in LIBOR-based interest rate in effect prior to its replacement. The Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 12.5), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. New York City time on the 10th Business Day after the date a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such 10th Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) if such Borrowing is will be determined with due consideration to the then-current market practices for determining and implementing a Committed Borrowingrate of interest for newly originated loans in the United States, such Borrowing shall instead be made as loans converted from a Base Rate BorrowingLIBOR-based rate to a replacement index-based rate and consistent with market practices in the market for collateralized loan obligations, and (ii) if such Borrowing may also reflect adjustments, to the extent consistent with market practices in the collateralized loan obligations market, to account for (x) the effects of the transition from LIBOR to the replacement index and (y) yield- or risk-based differences between LIBOR and the replacement index. Any selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement will be after consultation and agreement of the Borrower, which agreement will not be unreasonably withheld or delayed. Until an amendment reflecting a new replacement index in accordance with this Section 11.1 is effective, each advance, conversion and renewal of a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall Loan will continue to bear interest for each day from with reference to LIBOR; provided however, that if the Administrative Agent determines (which determination shall be final and including conclusive, absent manifest error) that a LIBOR Termination Date has occurred, then following the first day to but excluding the last day of the Interest Period applicable thereto LIBOR Termination Date, all Loans shall accrue interest at the Alternative Base Rate plus the Applicable Margin until such time as an amendment reflecting a replacement index and related matters as described above is implemented. Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for such daypurposes of this Agreement.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing Eurodollar Loan or Money Market BorrowingLIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank Lenders that deposits in dollars Dollars (in the applicable amounts) are not being offered to by the Reference Bank Lenders in the relevant market for such Interest Period, or (b) Banks in the case of Revolving Credit Loans, Lenders having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Eurodollar Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Eurodollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make Euro-Dollar Loansmake, convert Loans into or to continue or convert outstanding Loans as or into Euro-Dollar Loansas, as the case may be, Eurodollar Loans shall be suspended, and each outstanding Euro-Dollar any Loan shall that was to be converted into into, or continued as, a Eurodollar Loan for such Interest Period shall, instead, be continued as, or converted into, a Base Rate Loan on the last first day of the then current such Interest Period applicable theretoPeriod. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date first day of any Euro-Dollar Borrowing such Interest Period in respect of any requested Eurodollar Loan or Money Market LIBOR Borrowing Loan for which a Notice of Revolving Credit Borrowing or Notice of Money Market Borrowing, as the case may be, has previously been given that it elects not to borrow on such date, (i) if such Borrowing requested Loan is a Committed BorrowingEurodollar Loan, such Borrowing Loan shall instead be made as a Base Rate Borrowing, Loan and (ii) if such Borrowing requested Loan is a Money Market LIBOR BorrowingLoan, the such Money Market LIBOR Loans comprising such Borrowing Loan shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Base Rate Loans for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing Currency or Money Market BorrowingCompetitive Bid LIBOR Loan: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining (including, without limitation, by means of an Interpolated Rate) the London Interbank Offered Rate for such Interest Period, or (b) the Administrative Agent is advised by the Reference Bank Banks that deposits in dollars the relevant currency (in the applicable amounts) are not being offered to the Reference Bank Banks in the relevant market for such Interest Period, or (bc) Banks in the case of Euro-Currency Loans, Lenders having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Currency Loans in the relevant currency for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans, Currency Loans or to continue or convert outstanding Loans as or into Euro-Dollar Currency Loans, as the case may be, shall be suspended, and (ii) each outstanding Euro-Dollar Currency Loan shall be prepaid (or in the case of an affected Loan denominated in dollars, converted into a Base Rate Loan Loan) on the last day of the then current Interest Period applicable thereto. Unless thereto and (iii) unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Fixed Rate Borrowing or Money Market LIBOR Borrowing denominated in dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ix) if such Fixed Rate Borrowing is a Committed Loan Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (iiy) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Loan Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar LIBOR Borrowing or Money Market Borrowinga Base Rate Borrowing as to which the interest rate is determined with reference to LIBOR or a conversion or continuation thereof: (a) the Administrative Agent is advised by the Reference Bank that shall determine deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank banks in the relevant London interbank Eurodollar market for such Interest Period, (b) the Administrative Agent shall determine that reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period for such Borrowing, or (bc) Banks Lenders having 5051% or more of the aggregate amount of the affected Loans Revolving Commitments advise the Administrative Agent that the Adjusted London Interbank Offered LIBOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding or maintaining their Euro-Dollar LIBOR Loans or Base Rate Loans as to which the interest rate is determined by reference to LIBOR for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make Euro-Dollar Loans, LIBOR Loans and the right of the Borrower to covert any Loan or to continue or convert outstanding Loans any Loan as or into Euro-Dollar Loans, as the case may be, a LIBOR Borrowing shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if any such Borrowing is a Committed Borrowing, such LIBOR Borrowing shall instead be made as a Base Rate Borrowing, and Loan as to which the interest rate is not determined by reference to LIBOR. With respect to (iii) if such Borrowing is a Money Market then outstanding LIBOR BorrowingRate Loans, the Money Market Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Loans comprising such Borrowing shall bear Rate Loan together with accrued interest for each day from and including the first day to but excluding thereon, on the last day of the then current Interest Period applicable thereto at to such LIBOR Rate Loan, or (B) convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate for Loan as to which the interest rate is not determined by reference to LIBOR on the last day of such dayInterest Period; or (ii) with respect to then outstanding Base Rate Loans as to which the interest rate is determined by reference to LIBOR, the Borrower shall convert the then outstanding principal amount of each such Loan to a Base Rate Loan as to which the interest rate is not determined by reference to LIBOR as of the last day of such Interest Period.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Yen LIBOR Borrowing: (a) the , Administrative Agent is advised by the Reference Bank determines in good faith that deposits in dollars Yen (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Prologis and the Banks, whereupon until the Administrative Agent notifies Prologis and the Borrower Banks that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Yen LIBOR Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended. In such event, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on unless the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Business Days before Day before, but excluding, the date of any Euro-Dollar Borrowing or Money Market Yen LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate BorrowingBorrowing (unless any Bank has previously advised Administrative Agent and Borrower that it is unable to make a Base Rate Loan and such notice has not been withdrawn, in which event Administrative Agent shall determine in good faith the appropriate rate of interest after consultation with the Borrower and (ii) if such Borrowing is a Money Market LIBOR Borrowingthe Banks). If, at any time, the Money Market obligations of the Banks to make Yen LIBOR Loans comprising such Borrowing shall bear interest for each day from be suspended pursuant to the terms of this Section 8.1, with respect to any Bank that has previously notified Administrative Agent and including the first day Borrower that it is unable to but excluding the last day of the Interest Period applicable thereto at the make a Base Rate Loan which notice has not been withdrawn, Prologis shall have the right, upon five (5) Business Day’s notice to Administrative Agent, to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such dayamount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other amounts due thereon, upon which event, such Bank’s Commitment shall be deemed to be canceled pursuant to Section 2.11(e).

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingCurrency Loan: (a) the Administrative Agent is advised by determines that adequate and fair means do not exist for determining the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market Adjusted LIBO Rate for such Interest Period, or (b) Banks Lenders having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered LIBO Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Currency Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Currency Loans, as in the case may be, affected currency shall be suspended, suspended and (ii) each outstanding Euro-Dollar Currency Loan in the affected currency shall be converted (in the case of an Alternative Currency Loan, at the Spot Rate) into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made in Dollars as a Base Rate Borrowing in the same aggregate Dollar Amount as the requested Borrowing, and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing Eurocurrency Rate Advance or Money Market BorrowingLIBO Rate Advance: (a) the Administrative Agent is advised by determines, which determination shall be conclusive, that quotations of interest rates for the Reference Bank that relevant deposits in dollars (referred to in the applicable amounts) definition of “Eurocurrency Rate” are not being offered to the Reference Bank provided in the relevant market amounts or for such Interest Period, the relevant maturities for purposes of determining rates of interest for Fixed Rate Advances as provided herein; or (b) Banks in the case of a Committed Borrowing, Lenders having 50% or more of the aggregate amount of the affected Loans Commitments under a Facility advise the Administrative Agent that the Adjusted London Interbank Offered Eurocurrency Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the BanksLenders, whereupon until the Administrative Agent notifies (A) the Borrower that the circumstances giving rise to of such suspension no longer existEurocurrency Rate Advances will, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current existing Interest Period applicable thereto. Unless therefor, (1) if such Eurocurrency Rate Advances are denominated in US Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of US Dollars and Convert such Advances into Base Rate Advances and (B) the Borrower notifies obligation of the Lenders to make, or to Convert Committed Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (b) above are applicable, the applicable Borrower may elect, by notice to the Administrative Agent and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at least two Domestic a rate per annum equal to the Eurocurrency Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender NYDOCS02/1166703 81 shall certify its cost of funds for each Interest Period to the Administrative Agent and such Borrower as soon as practicable (but in any event not later than ten Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including after the first day to but excluding the last day of the such Interest Period applicable thereto at the Base Rate for such dayPeriod).

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Yen LIBOR Borrowing: (a) the , Administrative Agent is advised by the Reference Bank determines in good faith that deposits in dollars Yen (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Prologis and the BanksLenders, whereupon until the Administrative Agent notifies Prologis and the Borrower Lenders that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Yen LIBOR Loans as or into Euro-Dollar Loans, as for the case may be, affected Interest Period shall be suspended. In such event, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second Business Days before Day before, but excluding, the date of any Euro-Dollar Borrowing or Money Market Yen LIBOR Borrowing for which a Notice of Borrowing or a Notice of Interest Rate Election has previously been given that it elects not to borrow on revoke such date, (i) if such Notice of Borrowing is a Committed Borrowingor Notice of Interest Rate Election, such Borrowing shall instead bear interest at the Substitute Rate. If, at any time, the obligations of the Lenders to make Yen LIBOR Loans shall be suspended pursuant to the terms of this Section 8.1, with respect to any Lender that has previously notified Administrative Agent and Borrower that it is unable to make a Substitute Rate Loan which notice has not been withdrawn, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent, to either (x) cause a Qualified Institution, reasonably acceptable to Administrative Agent, to offer to purchase the Loans of such Lender for an amount equal to such Lender’s outstanding Loans and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Loans of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Lenders notify Administrative Agent (with, in the case of the Majority Lenders, a copy to the Borrower) that the Borrower or the Majority Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining Yen LIBOR for any requested Interest Period, including, without limitation, because the Yen LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, or (b) the administrator of the Yen LIBOR Screen Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which Yen LIBOR or the Yen LIBOR Screen Rate shall no longer be made as a Base Rate Borrowingavailable, and or used for determining the interest rate of Loans (ii) if such Borrowing is a Money Market LIBOR Borrowingspecific date, the Money Market “Scheduled Unavailability Date”), or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace Yen LIBOR, then, reasonably promptly after such determination by Administrative Agent or receipt by Administrative Agent of such notice, as applicable, Administrative Agent, Prologis and the Borrower may amend this Agreement to replace the Yen LIBOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar syndicated credit facilities denominated in Yen for such alternative benchmarks (any such proposed rate, a “Successor Rate”), together with any proposed Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after Administrative Agent shall have posted such proposed amendment to all Lenders, Prologis and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to Administrative Agent written notice that such Majority Lenders do not accept such amendment. Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent in consultation with the Borrower. If no Successor Rate has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Yen LIBOR Loans comprising such Borrowing shall bear interest for each day from and including be suspended (to the first day to but excluding the last day extent of the affected Interest Period applicable thereto at Periods). Upon receipt of such notice, the Base Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Yen LIBOR Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Substitute Rate Loans in the amount specified therein. Notwithstanding anything else herein, any definition of Successor Rate shall provide that in no event shall such Successor Rate be less than zero for such daypurposes of this Agreement.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Currency Borrowing: (a) the Administrative Agent is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Currency Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the either Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ia) if such Fixed Rate Borrowing is a Committed BorrowingBorrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, and (iib) if such Fixed Rate Borrowing is a Money Market LIBOR BorrowingBorrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day, and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Borrowing comprised of Euro-Dollar Borrowing Loans or Money Market BorrowingLoans: (a) the Administrative Agent is advised by the Euro-Dollar Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Bank Banks in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrower, and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Borrowing of Euro-Dollar Borrowing Loans or Money Market LIBOR Borrowing Loans for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing of Euro-Dollar Loans or Money Market Loans is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Borrowing of Euro-Dollar Loans or Money Market Loans is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Euribor Borrowing or Money Market Borrowing: (a) the Administrative Agent is advised by the Reference Bank determines in good faith that deposits in dollars Euros (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Euribor Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless In such event unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Euribor Business Days before Day before, but excluding, the date of any Euro-Dollar Borrowing or Money Market LIBOR Euribor Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate BorrowingBorrowing (unless any Bank has previously advised the Administrative Agent and Borrower that it is unable to make a Base Rate Loan and such notice has not been withdrawn, in which event the Administrative Agent shall determine in good faith the appropriate rate of interest after consultation with the Borrower and (ii) if such Borrowing is a Money Market LIBOR Borrowingthe Banks). If, at any time, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day obligations of the Interest Period applicable thereto at Banks to make Euribor Loans shall be suspended pursuant to the terms of this Section 8.1, with respect to any Bank that has previously notified the Administrative Agent and Borrower that it is unable to make a Base Rate Loan which notice has not been withdrawn, Borrower shall have the right, upon five (5) Business Day’s notice to the Administrative Agent, to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such dayamount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other amounts due thereon, upon which event, such Bank’s Commitment shall be deemed to be canceled pursuant to Section 2.11(f).

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingFixed Rate Loans: (a) the Administrative Agent is advised by the Euro-Dollar Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Bank Banks in the relevant market for such Interest Period, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Yen LIBOR Borrowing: (a) the , Administrative Agent is advised by the Reference Bank determines in good faith that deposits in dollars Yen (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Prologis and the BanksLenders, whereupon until the Administrative Agent notifies Prologis and the Borrower Lenders that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Yen LIBOR Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended. In such event, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second Business Days before Day before, but excluding, the date of any Euro-Dollar Borrowing or Money Market Yen LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowingbear interest at the Substitute Rate. If, and (ii) if such Borrowing is a Money Market LIBOR Borrowingat any time, the Money Market obligations of the Lenders to make Yen LIBOR Loans comprising shall be suspended pursuant to the terms of this Section 8.1, with respect to any Lender that has previously notified Administrative Agent and Borrower that it is unable to make a Substitute Rate Loan which notice has not been withdrawn, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent, to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Loans of such Borrowing shall bear interest Lender for each day from an amount equal to such Lender’s outstanding Loans and including to become a Lender hereunder, or to obtain the first day agreement of one or more existing Lenders to but excluding offer to purchase the last day Loans of the Interest Period applicable thereto at the Base Rate such Lender for such dayamount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing Loan or Money Market BorrowingCompetitive Bid LIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank Banks that deposits in dollars the relevant currency (in the applicable amounts) are not being offered to the Reference Bank Banks in the relevant market for such Interest Period, or (b) Banks in the case of Euro-Dollar Loans, Lenders having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans, Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and (ii) each outstanding Euro-Dollar Loan shall be prepaid (or in the case of an affected Loan denominated in dollars, converted into a Base Rate Loan Loan) on the last day of the then current Interest Period applicable thereto. Unless , and (iii) unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ix) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (iiy) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Spread Borrowing: (a) the Administrative Agent is advised by determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market Eurocurrency Rate for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Eurocurrency Rate as determined by the Administrative Agent for such Interest Period will not adequately and fairly reflect the cost to of such Banks of funding their Euro-Dollar Spread Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Spread Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Spread Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Spread Borrowing is a Committed Euro-Dollar Borrowing or a Committed Alternate Currency Borrowing, such Borrowing shall instead be made as a Committed Base Rate Borrowing, Borrowing and (ii) if such Spread Borrowing is a Money Market LIBOR Margin Auction Borrowing, the Money Market LIBOR Margin Auction Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingFixed Rate Loans: (a) the Administrative Agent is advised by the Euro-Currency Reference Bank Banks that deposits in dollars (in the applicable amounts) currency and amounts are not being offered to the Euro-Currency Reference Bank Banks in the relevant market for such Interest Period, or (b) Banks in the case of Euro-Currency Loans, Lenders having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar such Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans, Currency Loans (in the affected currency) or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, Loans shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan Currency Loans shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. In the case of an Alternative Currency-Denominated Loan, such conversion shall be made at the Administrative Agent’s spot buying rate for Dollars against the relevant Alternative Currency as of approximately 11:00 A.M. (London time) on the date of such conversion. Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it the relevant Borrower elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing in the same Dollar Amount as the requested Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall be made in Dollars in the same aggregate Dollar Amount as the requested Borrowing and bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-–Dollar Borrowing Loan or Money Market BorrowingLIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-–Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Carlisle and the Banks, whereupon until the Administrative Agent notifies the Borrower Carlisle that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-–Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-–Dollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding CD Loan or Euro-–Dollar Loan Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Carlisle notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to to, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate plus the Base Margin for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingLIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank determines in good faith that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Euro-Dollar Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to each such Banks Bank of funding their its Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of (I) any Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and or (ii) if such Borrowing is a any Money Market LIBOR BorrowingBorrowing for which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day. For purposes of Section 8.1(b), in determining whether the Euro-Dollar Rate, as determined by Administrative Agent, will not adequately and fairly reflect the cost to any Bank of funding its Euro-Dollar Loans for such Interest Period, such determination will be based solely on the ability of such Bank to obtain matching funds in the London interbank market at a reasonably equivalent rate.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Yen LIBORTIBOR Borrowing: (a) the , Administrative Agent is advised by the Reference Bank determines in good faith that deposits in dollars Yen (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Prologis and the BanksLenders, whereupon until the Administrative Agent notifies Prologis and the Borrower Lenders that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Yen LIBORTIBOR Loans as or into Euro-Dollar Loans, as for the case may be, affected Interest Period shall be suspended. In such event, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second Business Days before Day before, but excluding, the date of any Euro-Dollar Borrowing or Money Market LIBOR Yen LIBORTIBOR Borrowing for which a Notice of Borrowing or a Notice of Interest Rate Election has previously been given that it elects not to borrow on revoke such date, (i) if such Notice of Borrowing is a Committed Borrowingor Notice of Interest Rate Election, such Borrowing shall instead bear interest at the Substitute Rate. If, at any time, the obligations of the Lenders to make Yen LIBORTIBOR Loans shall be suspended pursuant to the terms of this Section 8.1, with respect to any Lender that has previously notified Administrative Agent and Borrower that it is unable to make a Substitute Rate Loan which notice has not been withdrawn, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent, to either (x) cause a Qualified Institution, reasonably acceptable to Administrative Agent, to offer to purchase the Loans of such Lender for an amount equal to such Lender’s outstanding Loans and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Loans of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Lenders notify Administrative Agent (with, in the case of the Majority Lenders, a copy to the Borrower) that the Borrower or the Majority Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining Yen LIBORTIBOR for any requested Interest Period, including, without limitation, because the Yen LIBORTIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary, or (b) the administrator of the Yen LIBORTIBOR Screen Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which Yen LIBORTIBOR or the Yen LIBORTIBOR Screen Rate shall no longer be made as a Base Rate Borrowingavailable, and or used for determining the interest rate of Loans (ii) if such Borrowing is a Money Market LIBOR Borrowingspecific date, the Money Market LIBOR Loans “Scheduled Unavailability Date”), or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace Yen LIBORTIBOR, then, reasonably promptly after such determination by Administrative Agent or receipt by Administrative Agent of such notice, as applicable, Administrative Agent, Prologis and the Borrower may amend this Agreement to replace the Yen LIBORTIBOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar syndicated credit facilities denominated in Yen for such alternative benchmarks (any such proposed rate, a “Successor Rate”), together with any proposed Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after Administrative Agent shall have posted such proposed amendment to all Lenders, Prologis and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to Administrative Agent written notice that such Borrowing Majority Lenders do not accept such amendment. Such Successor Rate shall bear interest be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent in consultation with the Borrower. If no Successor Rate has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), Administrative Agent will promptly so notify the Borrower and each day from and including Lender. Thereafter, the first day to but excluding the last day obligation of the Lenders to make or maintain Yen LIBORTIBOR Loans shall be suspended (to the extent of the affected Interest Period applicable thereto at Periods). Upon receipt of such notice, the Base Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Yen LIBORTIBOR Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Substitute Rate Loans in the amount specified therein. Notwithstanding anything else herein, any definition of Successor Rate shall provide that in no event shall such Successor Rate be less than zero for such daypurposes of this Agreement.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Bank Required Lenders that deposits in dollars (Dollars and in the applicable amounts) required amounts are not being offered to the Reference Bank Lenders in the relevant market for such Interest Period, or (b) Banks in the case of a Committed Borrowing, Lenders having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Base Rate Loans for such day. The Administrative Agent shall promptly notify the Lenders of any election by the Borrower pursuant to the preceding sentence.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Currency Borrowing: (a) the Administrative Agent is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Currency Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the any Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ia) if such Fixed Rate Borrowing is a Committed BorrowingBorrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, and (iib) if such Fixed Rate Borrowing is a Money Market LIBOR BorrowingBorrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such dayday and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank Banks in the relevant market for such Interest PeriodPeriod (and Required Banks have not advised the Administrative Agent in writing to the contrary), or (b) Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to of such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank Banks in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, CD Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. (a) If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Borrowing: (a) the Administrative Agent is advised by the Reference Bank determines in good faith that deposits in dollars Dollars (in the applicable amounts) ), are not being offered to the Reference Bank in the relevant London interbank market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on . In such event (i) unless the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Euro-Dollar Business Days before Day before, but excluding, the date of any Euro-Dollar Borrowing or Money Market LIBOR Borrowing for Dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and (ii) if any Notice of Borrowing for a Euro-Dollar Borrowing denominated in an Alternate Currency shall be ineffective. (b) If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing the Administrative Agent determines in good faith that deposits in Hong Kong Dollars, Singapore Dollars or Euros (in the applicable amounts), are not being offered in the Hong Kong, Singapore or Frankfurt am Main interbank market, as applicable, for such Borrowing is a Money Market LIBOR BorrowingInterest Period, the Money Market Administrative Agent shall forthwith give notice thereof to the Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans denominated in such Alternate Currency shall be suspended. In such event any Notice of Borrowing for a Euro-Dollar Borrowing denominated in such Alternate Currency shall be ineffective. Table of Contents (c) If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing the Administrative Agent determines in good faith that deposits in Canadian Dollars (in the applicable amounts), are not being offered in the London or Toronto interbank markets, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans denominated in Canadian Dollars bearing interest by reference to Canadian LIBOR (in the case where deposits in Canadian Dollars (in the applicable amount) are not being offered in the London interbank market) or CDOR (in the case where deposits in Canadian Dollars (in the applicable amount) are not being offered in the Toronto interbank market) shall be suspended. In the event that Euro-Dollar Loans comprising denominated in Canadian Dollars by reference to neither Canadian LIBOR nor CDOR are available, unless the applicable Borrower notifies the Administrative Agent on or before the second (2nd) Euro-Dollar Business Day before, but excluding, the date of any Euro-Dollar Borrowing for Canadian Dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the instead be made as a Canadian Base Rate for Borrowing on the date of such dayEuro-Dollar Borrowing, if such day is a Business Day, or otherwise on the next succeeding Business Day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing Loans or Money Market BorrowingCompetitive Bid LIBOR Loans: (a) the Administrative Agent is advised by determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market London Interbank Offered Rate, as applicable, for such Interest Period, or (b) in the case of Euro-Dollar Loans, the Required Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Fixed Rate Borrowing: (a) the Administrative Agent is advised by determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market LIBO Rate for such Interest Period, or (b) the Required Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered LIBO Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Fixed Rate Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Fixed Rate Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Yen LIBOR Borrowing: (a) the , Administrative Agent is advised by the Reference Bank determines in good faith that deposits in dollars Yen (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Prologis and the Banks, whereupon until the Administrative Agent notifies Prologis and the Borrower Banks that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Yen LIBOR Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended. In such event, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on unless the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second Business Days before Day before, but excluding, the date of any Euro-Dollar Borrowing or Money Market Yen LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate BorrowingBorrowing (unless any Bank has previously advised Administrative Agent and Borrower that it is unable to make a Base Rate Loan and such notice has not been withdrawn, in which event Administrative Agent shall determine in good faith the appropriate rate of interest after consultation with Borrower and (ii) if such Borrowing is a Money Market LIBOR BorrowingBank). If, at any time, the Money Market obligations of the Banks to make Yen LIBOR Loans comprising such Borrowing shall bear interest for each day from be suspended pursuant to the terms of this Section 8.1, with respect to any Bank that has previously notified Administrative Agent and including the first day Borrower that it is unable to but excluding the last day of the Interest Period applicable thereto at the make a Base Rate Loan which notice has not been withdrawn, Prologis shall have the right, upon five Business Day’s notice to Administrative Agent, to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such dayamount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other amounts due thereon, upon which event, such Bank’s Commitment shall be deemed to be canceled pursuant to Section 2.9(e).

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-–Dollar Borrowing Loan or Money Market BorrowingLIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-–Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-–Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-–Dollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding CD Loan or Euro-–Dollar Loan Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to to, borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate plus the Base Margin for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank Banks in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. 8.1.1 If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Yen LIBORTIBOR Borrowing: (a) the , Administrative Agent is advised by the Reference Bank determines in good faith that deposits in dollars Yen (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Prologis and the BanksLenders, whereupon until the Administrative Agent notifies Prologis and the Borrower Lenders that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Yen LIBORTIBOR Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended. In such event, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on unless the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second Business Days before Day before, but excluding, the date of any Euro-Dollar Borrowing or Money Market LIBOR Yen LIBORTIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate BorrowingBorrowing (unless any Lender has previously advised Administrative Agent and the Borrowers that it is unable to make a Base Rate Loan and such notice has not been withdrawn, in which event Administrative Agent shall determine in good faith the appropriate rate of interest after consultation with the applicable Borrower and (ii) if such Borrowing is a Money Market LIBOR BorrowingLender). If, at any time, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day obligations of the Lenders to make Yen LIBORTIBOR Loans shall be suspended pursuant to the terms of this Section 8.1.1, with respect to any Lender that has previously notified Administrative Agent and the Borrowers that it is unable to make a Base Rate Loan which notice has not been withdrawn, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent, to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Commitments of such Lender for an amount equal to such Lender’s outstanding Loans and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Commitments of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon, upon which event, such Lender’s Commitment shall be deemed to be canceled pursuant to Section 2.9(d). 8.1.2 Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or Prologis or the Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to Prologis) that Prologis or Majority Lenders (as applicable) have determined that: (a) adequate and reasonable means do not exist for ascertaining Yen LIBORTIBOR for any requested Interest Period applicable thereto to a Loan, including, without limitation, because the Yen LIBORTIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the Yen LIBORTIBOR Screen Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which Yen LIBORTIBOR or the Yen LIBORTIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans in a Borrowing (such specific date, the “Scheduled Unavailability Date”), or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace Yen LIBORTIBOR, then, reasonably promptly after such determination by Administrative Agent or receipt by Administrative Agent of such notice, as applicable, Administrative Agent and Prologis may amend this Agreement to replace Yen LIBORTIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar syndicated credit facilities denominated in the applicable currency for such alternative benchmarks (any such proposed rate, a “Successor Rate”), together with any proposed Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after Administrative Agent shall have posted such proposed amendment to all Lenders and Prologis unless, prior to such time, Lenders comprising the Majority Lenders have delivered to Administrative Agent written notice that such Majority Lenders do not accept such amendment. Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent in consultation with Prologis. If no Successor Rate has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), Administrative Agent will promptly so notify Prologis and each Lender. Thereafter, the obligation of the Lenders to make or maintain Yen LIBORTIBOR Loans shall be suspended, (to the extent of the affected Yen LIBORTIBOR Loans or Interest Periods). Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Yen LIBORTIBOR Loans in or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding anything else herein, any definition of Successor Rate shall provide that in no event shall such Successor Rate be less than zero for such day.purposes of this Agreement. As used above:

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingLIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank determines in good faith that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Euro-Dollar Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to each such Banks Bank of funding their its Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of (i) any Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and or (ii) if such Borrowing is a any Money Market LIBOR BorrowingBorrowing for which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day. For purposes of Section 8.1(b), in determining whether the Euro-Dollar Rate, as determined by Administrative Agent, will not adequately and fairly reflect the cost to any Bank of funding its Euro-Dollar Loans for such Interest Period, such determination will be based solely on the ability of such Bank to obtain matching funds in the London interbank market at a reasonably equivalent rate.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Borrowing: (a) the Administrative Lead Agent is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Lead Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Lead Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Lead Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Lead Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Lead Agent at least two Domestic Business Days before the date of any Euro-Euro- Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingEurocurrency Rate Advance: (a) the Administrative Agent is advised by determines, which determination shall be conclusive, that quotations of interest rates for the Reference Bank that relevant deposits in dollars (referred to in the applicable amounts) definition of “Eurocurrency Rate” are not being offered to the Reference Bank provided in the relevant market for such Interest Period, amounts; or (b) Banks in the case of a Borrowing, Lenders having 50% or more of the aggregate amount of the affected Loans Commitments under a Facility advise the Administrative Agent that the Adjusted London Interbank Offered Eurocurrency Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the BanksLenders, whereupon until the Administrative Agent notifies (A) the Borrower that the circumstances giving rise to of such suspension no longer existEurocurrency Rate Advances will, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current existing Interest Period applicable thereto. Unless therefor, (1) if such Eurocurrency Rate Advances are denominated in US Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of US Dollars and Convert such Advances into Base Rate Advances and (B) the Borrower notifies obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (b) above are applicable, the applicable Borrower may elect, by notice to the Administrative Agent and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of one month, which Advances shall thereafter bear interest at least two Domestic a rate per annum equal to the Eurocurrency Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and such Borrower as soon as practicable (but in any event not later than ten Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including after the first day to but excluding the last day of the such Interest Period applicable thereto at the Base Rate for such dayPeriod).

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingEurodollar Loan: (ai) the Administrative Agent is advised determines (which determination shall be conclusive) that by reason of circumstances affecting the Reference Bank that deposits in dollars (in relevant market, adequate and reasonable means do not exist for ascertaining the applicable amounts) are not being offered to the Reference Bank in the relevant market Eurodollar Rate for such Interest Period, ; or (bii) Banks Lenders having 50% or more of the aggregate amount of the affected Revolving Commitments, Delayed Draw Term B Commitments, or Class of Term B Loans, as applicable (or the aggregate outstanding principal balance of the Revolving Loans if the Revolving Commitments have expired or terminated) advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Eurodollar Loans for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banksrelevant Lenders, whereupon whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Eurodollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Eurodollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Eurodollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing in the same aggregate amount as the requested Borrowing and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Base Rate Loans of the relevant Class for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Fixed Rate Borrowing: (a) the Administrative Agent determines that the London Interbank Offered Rate is advised by the Reference Bank that deposits in dollars (not available in the applicable amounts) are not being offered to the Reference Bank manner set forth in the relevant market definition of London Interbank Offered Rate for any such Interest Period (each such Interest Period an “Affected Interest Period”), or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent in writing that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, in either the case of clause (a) or clause (b) above, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans, Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, Loans shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising (y) in the case of any Bank, at its address, email address or telecopier number set forth in its Administrative Questionnaire or (z) in the case of any other party, such Borrowing other address, email address or telecopier number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Borrower. Each such notice, request, direction, consent, approval or other communication shall bear interest for each day from be effective (i) if given by facsimile transmission or other electronic submission, when such facsimile transmission or other electronic submission is transmitted to the facsimile number or email address specified in this Section and including the first day to but excluding the last day of the Interest Period applicable thereto receipt is confirmed or (iiiii) if given by any other means, when delivered or received at the Base Rate for such dayaddress specified in this Section; provided that (A) notices to the Administrative Agent under Article 2 or Article 8 shall also be confirmed by telephone call and shall not be effective until received and (B) any communications deemed received hereunder must have been received during the recipient’s normal business hours; provided, however, that any communication that is not received during the recipient’s normal business hours on a particular Domestic Business Day, shall be deemed to be received on the immediately following Domestic Business Day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingFixed Rate Loan: (a) the Administrative Agent is advised by the Euro-Dollar Reference Bank Lenders that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Bank Lenders in the relevant market for such Interest Period, or (b) Banks in the case of a Committed Borrowing, Lenders having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer existexist (which notice the Administrative Agent shall deliver immediately upon its becoming aware thereof), (i) the obligations of the Banks Lenders to make Euro-Dollar Loans, Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, Loans shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingIf: (a) the Administrative Agent is advised Lender determines (which determination shall be binding and conclusive on the Borrower) that by reason of circumstances affecting the Reference Bank that deposits in dollars (in interbank LIBOR market adequate and reasonable means do not exist for ascertaining the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, LIBOR; or (b) Banks having 50% or more of the aggregate amount of Lender advises the affected Loans advise the Administrative Agent Borrower that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent LIBOR will not adequately and fairly reflect the cost to such Banks the Lender of maintaining or funding their Euro-Dollar LIBOR Loans for such Interest Period, Period (taking into account any amount to which the Administrative Agent Lender may be entitled under Section 8.1) or that the making or funding of LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement that in the opinion of Lender materially affects such Loans; then the Lender shall forthwith give notice thereof to promptly notify the Borrower and thereof and, so long as such circumstances shall continue, (i) the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension Lender shall be under no longer exist, the obligations of the Banks obligation to make Euro-Dollar Loans, or to continue or convert outstanding any LIBOR Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan (ii) on the last day of the then current Interest Period applicable theretofor each LIBOR Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Unless Notwithstanding the foregoing or any other provisions of this Agreement to the contrary, if at any time the Lender determines (which Lender determination shall be conclusive absent demonstrable error), or the Borrower notifies the Administrative Agent Lender that the Borrower has determined, that (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary, (ii) the circumstances set forth in clause (a) above have not arisen but the supervisor for the administrator of the London interbank offered rate or a Governmental Authority having jurisdiction over the Lender has made a public statement identifying a specific date after which such rate shall no longer be used for determining interest rates for loans, or (iii) loan agreements currently being executed, or that include language similar to that contained in this Section are being executed or amended (as applicable), to incorporate or adopt a new benchmark interest rate to replace such rate, then the Lender and the Borrower shall endeavor to establish an alternate rate of interest to the London interbank offered rate for purposes of the Loan Documents that gives due consideration to the then prevailing market convention for determining a rate of interest for loans in the United States at least two Domestic Business Days before such time, and shall enter into an amendment to this Agreement and the date other Loan Documents, as applicable, to reflect such alternate rate of interest and such other related changes to this Agreement and the other Loan Documents as may be applicable (including, without limitation, implementation of a Benchmark Replacement Adjustment); provided that, if such alternate rate of interest shall be less than 0.50%, such rate shall be deemed to be 0.50%. As used herein, "Benchmark Replacement Adjustment" means, with respect to any replacement of the London interbank offered rate with a new benchmark rate for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Lender and the Borrower giving due consideration to (x) any selection or recommendation of a spread adjustment, or method for calculating or determining such ​ ​ spread adjustment, for the replacement of the London interbank offered rate with the applicable new benchmark rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the London interbank offered rate with the applicable new benchmark rate for U.S. Dollar-denominated credit facilities at such time. Notwithstanding anything to the contrary in Section 15.1, such amendment shall become effective without any further action or consent of any Euro-Dollar Borrowing other party to this Agreement. Until an alternate rate of interest shall be determined in accordance with this paragraph (but, in the case of the circumstances described in clause (ii) or Money Market clause (iii), only to the extent the applicable London interbank offered rate is not available or published at such time on a current basis), (A) any purported conversion of any Loan to, or continuation of any Loan as, a LIBOR Borrowing for which a Loan shall be ineffective, (B) if any Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is requests a Committed BorrowingLIBOR Loan, such Borrowing Loan shall instead be made as a Base Rate Borrowing, Loan and (iiC) if such Borrowing is each outstanding LIBOR Loan shall convert to a Money Market LIBOR Borrowing, Base Rate Loan at the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day end of the Interest Period applicable thereto at in which the Base Rate for such daycircumstances described in the first sentence of this paragraph have occurred.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingLIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank that the Euro-Dollar Reference Bank has determined in good faith that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Bank of funding their its Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of (i) any Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and or (ii) if such Borrowing is a any Money Market LIBOR BorrowingBorrowing for which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day. For purposes of this Section 8.1(b), in determining whether the Adjusted London Interbank Offered Rate, as determined by Administrative Agent, will not adequately and fairly reflect the cost to any Bank of funding its Euro-Dollar Loans for such Interest Period, such determination will be based solely on the ability of such Bank to obtain matching funds in the London interbank market at a reasonably equivalent rate.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Eurocurrency Borrowing: (ai) the Administrative Agent is advised determines (which determination shall be conclusive) that by reason of circumstances affecting the Reference Bank that deposits in dollars (in relevant market, adequate and reasonable means do not exist for ascertaining the applicable amounts) are not being offered to the Reference Bank in the relevant market Eurocurrency Rate for such Interest Period, ; or (bii) Banks Lenders having 50% or more of the aggregate amount of the affected Loans Commitments of the relevant Class advise the Administrative Agent that the Adjusted London Interbank Offered Eurocurrency Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Eurocurrency Loans included in such Borrowing for such Interest Period, ; or (iii) the Administrative Agent reasonably determines (which determination shall be conclusive) that deposits in the principal amounts of the Loans comprising such Borrowing and in the currency in which such Loans are to be denominated are not generally available in the relevant market; the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banksrelevant Lenders, whereupon whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar LoansEurocurrency Loans of such Class or in the affected currency, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as Eurocurrency Loans of such Class or in the case may beaffected currency, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Eurocurrency Loan shall be converted (in the case of a Loan denominated in a currency other than Dollars, at the then current Dollar Equivalent) into a Dollar-Denominated Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Eurocurrency Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made in Dollars in the same aggregate Dollar Amount as a Base Rate Borrowing, the requested Borrowing and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Revolving Base Rate Loans for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing Currency Loan or Money Market BorrowingLIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank Banks that deposits in dollars the relevant currency (in the applicable amounts) are not being offered to the Reference Bank Banks in the relevant market for such Interest Period, or (b) in the case of Euro Currency Loans, Banks having holding 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist (which the Agent agrees to do promptly upon such circumstances ceasing to exist), (i) the obligations of the Banks to make Euro-Dollar LoansCurrency Loans in the relevant currency, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as Currency Loans in the case may berelevant currency, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Currency Loan in the relevant currency shall be prepaid (or, in the case of a Euro-Dollar Loan, converted into a Base Rate Loan Loan) on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing in an equal Dollar Amount and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingEurodollar Loan: (ai) the Administrative Agent is advised determines (which determination shall be conclusive absent manifest error) that by reason of circumstances affecting the Reference Bank that deposits in dollars (in relevant market, adequate and reasonable means do not exist for ascertaining the applicable amounts) are not being offered to the Reference Bank in the relevant market Eurodollar Rate for such Interest Period, ; or (bii) Banks Lenders having 50% or more of the aggregate amount of the affected Revolving Commitments, Term Loan Commitments, or Term Loans, as applicable (or the aggregate outstanding principal balance of the Revolving Loans if the Revolving Commitments have expired or terminated) advise the Administrative Agent that the interest rate applicable to Eurodollar Loans as provided for in the definition of Adjusted London Interbank Offered Eurodollar Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Eurodollar Loans for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banksrelevant Lenders, whereupon whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Eurodollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Eurodollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Eurodollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing in the same aggregate amount as the requested Borrowing and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Base Rate Loans for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Spread Borrowing: (a) the Administrative Agent is advised by the Reference Bank Banks that deposits in dollars the applicable Agreement Currency (in the applicable amounts) are not being offered to the Reference Bank Banks in the relevant market for such Interest PeriodPeriod (and Required Banks have not advised the Administrative Agent in writing to the contrary), or (b) Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Eurocurrency Rate as determined by the Administrative Agent for such Interest Period will not adequately and fairly reflect the cost to of such Banks of funding their Euro-Dollar Spread Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Spread Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Spread Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Spread Borrowing is a Committed Euro-Dollar Borrowing or a Committed Alternate Currency Borrowing, such Borrowing shall instead be made as a Committed Base Rate Borrowing, Borrowing and (ii) if such Spread Borrowing is a Money Market LIBOR Margin Auction Borrowing, the Money Market LIBOR Margin Auction Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Borrowing: Fixed Rate Loans: (a) the Administrative Agent is advised by the Euro-Dollar Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Bank Banks in the relevant market for such Interest Period, or or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.. 38

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Yen LIBOR Borrowing: (a) , the Administrative Agent is advised by the Reference Bank determines in good faith that deposits in dollars Yen (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower AMB LP and the Banks, whereupon until the Administrative Agent notifies AMB LP and the Borrower Banks that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Yen LIBOR Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended. In such event, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on unless the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Business Days before Day before, but excluding, the date of any Euro-Dollar Borrowing or Money Market Yen LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate BorrowingBorrowing (unless any Bank has previously advised the Administrative Agent and Borrower that it is unable to make a Base Rate Loan and such notice has not been withdrawn, in which event the Administrative Agent shall determine in good faith the appropriate rate of interest after consultation with the Borrower and (ii) if such Borrowing is a Money Market LIBOR Borrowingthe Banks). If, at any time, the Money Market obligations of the Banks to make Yen LIBOR Loans comprising such Borrowing shall bear interest for each day from be suspended pursuant to the terms of this Section 8.1, with respect to any Bank that has previously notified the Administrative Agent and including the first day Borrower that it is unable to but excluding the last day of the Interest Period applicable thereto at the make a Base Rate Loan which notice has not been withdrawn, AMB LP shall have the right, upon five (5) Business Day’s notice to the Administrative Agent, to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such dayamount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and all other amounts due thereon, upon which event, such Bank’s Commitment shall be deemed to be canceled pursuant to Section 2.11(c).

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing Loan or Money Market BorrowingLIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank reasonably determines that for any reason deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank banks in the relevant London interbank eurodollar market for the applicable amount and Interest Period of such Euro-Dollar Rate Loan or Money Market LIBOR Loan, or adequate and reasonable means do not exist for determining the Adjusted London Interbank Offered Rate for any requested Interest PeriodPeriod with respect to a proposed Euro-Dollar Loan, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans, or to continue such Loans for an additional Interest Period, or to convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such affected Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such affected Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any CD Loans, Euro-Dollar Borrowing Loans or Money Market BorrowingLIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank Banks that deposits in dollars (in the applicable amounts) amounts are not being offered to the Reference Bank Banks in the relevant market for such Interest Period, or (b) in the case of CD Loans or Euro-Dollar Loans, Banks having at least 50% or more of the in aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding CD Loan or Euro-Dollar Loan Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such affected Borrowing is a Committed CD Borrowing or Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such affected Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Currency Borrowing: (a) the Administrative Agent is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Currency Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ia) if such Fixed Rate Borrowing is a Committed BorrowingBorrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, and (iib) if such Fixed Rate Borrowing is a Money Market LIBOR BorrowingBorrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day, and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Borrowing: (a) the Administrative Agent is advised by the Reference Bank any Lender that deposits in dollars Dollars (in the applicable amounts) are not being offered to the Reference Bank such Lender in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans Required Lenders advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banksother Lender Parties, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Before giving any notice to the Administrative Agent pursuant to this Section 10.01(b), such Lender shall designate a different Euro-Dollar Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given (or upon receipt of notice from the Administrative Agent, if later) that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank Banks in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, CD Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. 8.1.1 If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Borrowing: (a) the T▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Administrative Agent is advised by the Reference Bank determines in good faith that deposits in dollars Yen (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Prologis and the BanksLenders, whereupon until the Administrative Agent notifies Prologis and the Borrower Lenders that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, T▇▇▇▇ ▇▇▇▇▇ shall be suspended. In such event, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on unless the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic on or before the second Business Days before Day before, but excluding, the date of any Euro-Dollar Borrowing or Money Market LIBOR T▇▇▇▇ Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate BorrowingBorrowing (unless any Lender has previously advised Administrative Agent and the Borrowers that it is unable to make a Base Rate Loan and such notice has not been withdrawn, in which event Administrative Agent shall determine in good faith the appropriate rate of interest after consultation with the applicable Borrower and (ii) if such Borrowing is a Money Market LIBOR BorrowingLender). If, at any time, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day obligations of the Lenders to make TIBOR Loans shall be suspended pursuant to the terms of this Section 8.1.1, with respect to any Lender that has previously notified Administrative Agent and the Borrowers that it is unable to make a Base Rate Loan which notice has not been withdrawn, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent, to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Commitments of such Lender for an amount equal to such Lender’s outstanding Loans and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Commitments of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon, upon which event, such Lender’s Commitment shall be deemed to be canceled pursuant to Section 2.9(d). 8.1.2 Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or Prologis or the Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to Prologis) that Prologis or Majority Lenders (as applicable) have determined that: (a) adequate and reasonable means do not exist for ascertaining T▇▇▇▇ for any requested Interest Period applicable thereto to a Loan, including, without limitation, because the TIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the TIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator or Administrative Agent has made a public statement identifying a specific date after which T▇▇▇▇ or the TIBOR Screen Rate shall no longer be representative or made available, or used for determining the interest rate of loans in a Borrowing or shall otherwise cease, provided that, in each case, at the Base Rate time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide such representative tenor of T▇▇▇▇ is no longer representative or available permanently or indefinitely (such specific date, the “Scheduled Unavailability Date”), or (c) syndicated loans currently being executed and agented in the U.S., or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace T▇▇▇▇, then, reasonably promptly after such determination by Administrative Agent or receipt by Administrative Agent of such notice, as applicable, Administrative Agent and Prologis may amend this Agreement to replace T▇▇▇▇ with an alternate benchmark rate, giving due consideration to any evolving or then existing convention for similar syndicated and agented credit facilities in the U.S. and denominated in the applicable currency for such day.benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such currency or currencies for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Administrative Agent from time to time in its reasonable discretion with the consent of Prologis and may be periodically updated (any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “Successor Rate”) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after Administrative Agent shall have posted such proposed amendment to all Lenders and Prologis unless, prior to such time, Lenders comprising the Majority Lenders have delivered to Administrative Agent written notice that such Majority Lenders do not accept such amendment. Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent in consultation with Prologis. Notwithstanding anything else herein, any definition of Successor Rate shall provide that in no event shall such Successor Rate be less than zero for purposes of this Agreement. In connection with the implementation of a Successor Rate, Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time following consultation with Prologis and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to Prologis and the Lenders reasonably promptly after such amendment becomes effective. As used above:

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Borrowing: Fixed Rate Loans: (a) the Administrative Agent is advised by the Euro-Dollar Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Bank Banks in the relevant market for such Interest Period, or or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day. Section 8.02.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank Banks in the relevant market for such Interest Period, oror 27009/304/CA/ca.96.364.comp Draft of: 02/11/98 4:31pm (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, CD Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the a Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, Borrowing the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing Loan or Money Market BorrowingLIBOR Loan: (a) the Administrative Agent is advised by the Euro-Dollar Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Bank Banks in the relevant market for such Interest Period, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans, or to continue such Loans for an additional Interest Period, or to convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such affected Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such affected Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingFixed Rate Loans: (a) the Administrative Agent is advised by the Euro-Dollar Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Bank Banks in the relevant market for such Interest Period, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Borrowing: (a) Eurocurrency Loan: the Administrative Agent is advised determines (which determination shall be conclusive) that by reason of circumstances affecting the Reference Bank that deposits in dollars (in relevant market, adequate and reasonable means do not exist for ascertaining the applicable amounts) are not being offered to Eurocurrency Rate for the Reference Bank in the relevant market applicable currency for such Interest Period; or in the case of Eurocurrency Loans, or (b) Banks Lenders having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Applicable Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Eurocurrency Loans in the applicable currency for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to Ca▇▇▇▇▇▇▇ ▇nd the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that Ca▇▇▇▇▇▇▇ ▇hat the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Eurocurrency Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Eurocurrency Loans, as in the case may be, affected currency shall be suspended, suspended and (ii) each outstanding Euro-Dollar Eurocurrency Loan in the affected currency shall be converted (in the case of an Alternative Currency Loan, at the then Dollar Equivalent) into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Eurocurrency Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Eurocurrency Borrowing is a Committed Syndicated Borrowing, such Borrowing shall instead be made in Dollars as a Base Rate Borrowing in the same aggregate Dollar Amount as the requested Borrowing, and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If Reference Successor Rate. If, on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Term Benchmark Borrowing: (ai) the Administrative Agent is advised by the Reference Bank Majority Banks that deposits in dollars euros (in the applicable amounts) are not being offered to the Reference Bank such Banks in the relevant market for such principal amount and Interest Period, ; or (bii) the Majority Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Term SOFR Reference Rate or the EURIBO Rate (as applicable), as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Term Benchmark Loans in dollars or euros, as applicable, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist (which the Administrative Agent agrees to do promptly after such circumstances no longer exist), the obligations of the Banks to make Euro-Dollar Loans(i) each Term Benchmark Loan denominated in dollars will automatically, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current existing Interest Period therefor, convert into an ABR Loan, (ii) each Term Benchmark Loan denominated in euros shall be prepaid by the applicable theretoBorrower or exchanged into an Equivalent amount of dollars and converted into an ABR Loan and (iii) the obligations of the Banks to make, or to convert or continue, Term Benchmark Loans in the affected currency shall be suspended. Unless the relevant Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of (x) any Euro-Dollar Term Benchmark Borrowing or Money Market LIBOR Borrowing denominated in dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as an ABR Borrowing or (y) any Term Benchmark Borrowing denominated in euros for which a Base Rate BorrowingNotice of Borrowing has previously been given that it elects not to borrow on such date, and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from instead be exchanged into an Equivalent amount of dollars and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such dayconverted into an ABR Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Fixed Rate Borrowing:: 51 (a) the Administrative Agent is advised by the Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank Banks in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, CD Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingEurocurrency Loan: (ai) the Administrative Agent is advised determines (which determination shall be conclusive) that by reason of circumstances affecting the Reference Bank that deposits in dollars (in relevant market, adequate and reasonable means do not exist for ascertaining the applicable amounts) are not being offered to Eurocurrency Rate for the Reference Bank in the relevant market applicable currency for such Interest Period, ; or (bii) Banks in the case of Eurocurrency Loans, Lenders having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Applicable Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Eurocurrency Loans in the applicable currency for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower C▇▇▇▇▇▇▇▇ and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower C▇▇▇▇▇▇▇▇ that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Eurocurrency Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Eurocurrency Loans, as in the case may be, affected currency shall be suspended, suspended and (ii) each outstanding Euro-Dollar Eurocurrency Loan in the affected currency shall be converted (in the case of an Alternative Currency Loan, at the then Dollar Equivalent) into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Eurocurrency Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Eurocurrency Borrowing is a Committed Borrowing, such Borrowing shall instead be made in Dollars as a Base Rate Borrowing in the same aggregate Dollar Amount as the requested Borrowing, and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. (a) If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Currency Borrowing: , (ai) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted London Interbank Offered Rate or the London Interbank Offered Rate, as applicable, including because the LIBO Screen Rate is advised by the Reference Bank that deposits in dollars (in not available or published on a current basis, for the applicable amounts) are not being offered to the Reference Bank in the relevant market for currency and such Interest Period, or Period or (bii) Banks having more than 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate or the London Interbank Offered Rate, as applicable and as determined by the Administrative Agent Agent, for the applicable currency and such Interest Period will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension notice no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Currency Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the any Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ix) if such Fixed Rate Borrowing is a Committed BorrowingBorrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, and (iiy) if such Fixed Rate Borrowing is a Money Market LIBOR BorrowingBorrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such dayday and (z) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the London Interbank Offered 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, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.5, 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 Domestic Business Days of the date notice of such alternate rate of interest is provided to the Banks, a written notice from the Banks having more than 50% of the aggregate amount of the Commitments stating that such Banks object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 8.1(b), only to the extent the LIBO Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), unless any Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (x) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (y) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the earlier of (I) the last day of the Interest Period applicable thereto at the Base Rate for such day and (II) the day on which the Administrative Agent shall notify the applicable Borrower and the Banks that the circumstances causing such suspension no longer exist and (z) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Euro-Dollar Reference Bank Banks that deposits in dollars (the London Interbank Offered Rate is not available in the applicable amounts) are not being offered to the Reference Bank manner set forth in the relevant market definition of London Interbank Offered Rate for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Rate, as determined by the Administrative Agent Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, (NY) 27011/233/CA/JPM.CA.doc the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans, Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, Loans shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Currency Borrowing: (a) the Administrative Agent is advised by the Reference Bank that deposits in dollars (in the applicable amountscurrency and amount) are not being offered to by the Reference Bank Administrative Agent in the relevant market for such Interest Period, or (b) Banks Lenders having 50% or more a majority of the aggregate principal amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the affected Borrower (specifying in reasonable detail, in the case of an event referred to in clause (b) above, the information relating thereto received by the Administrative Agent from the Lenders) and the BanksLenders, whereupon until the Administrative Agent notifies the such Borrower that the circumstances giving rise to such suspension no longer existexist (which it shall promptly do when it determines that such circumstances have ceased to exist or, in the case of clause (b) of this Section 10.01, when the Administrative Agent is so notified by Lenders having at least a majority of the related Commitments, as specified above), (i) the obligations of the Banks Lenders to make the affected Euro-Dollar Currency Loans, or to continue or convert outstanding Loans as or into the affected Euro-Dollar Loans, as the case may be, Currency Loans shall be suspended, suspended and (ii) each outstanding affected Euro-Dollar Currency Loan shall be prepaid (or, in the case of a Dollar-Denominated Loan, converted into a Base Rate Loan Loan) on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic one Business Days Day before the date of any Euro-Dollar Fixed Rate Borrowing or Money Market LIBOR Borrowing of Syndicated Loans for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such dayin an equal Dollar Amount.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingEuro‑Currency Loan: (a) the Administrative Agent is advised by the Reference Bank determines that deposits in dollars (in adequate and fair means do not exist for determining the applicable amounts) are not being offered to the Reference Bank in the relevant market London Interbank Offered Rate for such Interest Period, or (b) Banks Lenders having more than 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the BanksLenders, whereupon whereupon, until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer existexist (which the Administrative Agent shall do promptly after becoming aware thereof), (i) the obligations of the Banks Lenders to make Euro-Dollar LoansEuro‑Currency Loans in the relevant currency, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as Currency Loans in the case may berelevant currency, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Currency Loan in the relevant currency shall be prepaid (or, in the case of a Euro-Dollar Loan, converted into a Base Rate Loan Loan) on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Euro-Dollar Borrowing or Money Market LIBOR Currency Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such dayin an equal Dollar Amount.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing Loan or Money Market BorrowingLIBOR Loan: (a) the Administrative Agent is advised by the Euro-Dollar Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Bank Banks in the relevant market for such Interest Period, or (b) Banks in the case of a Group of Euro-Dollar Loans, Lenders having 50% or more of the aggregate principal amount of the affected such Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar such Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make or maintain Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Euro- Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingEurocurrency Loan: (a) the Administrative Agent is advised by Lenders having 50% or more of the Reference Bank aggregate amount of the Commitments that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank such Lenders in the relevant market for such Interest Period, or (b) Banks in the case of Eurocurrency Loans, Lenders having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate Eurocurrency Rate, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Eurocurrency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans, Eurocurrency Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, Eurocurrency Loans shall be suspended, suspended and (ii) each outstanding Euro-Dollar Eurocurrency Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Borrowing Eurocurrency Advance for which a Borrowing Notice of Borrowing has previously been given that it elects not to borrow on such date, date (ix) if such Borrowing Eurocurrency Advance is a Committed BorrowingRatable Advance, such Borrowing Advance shall instead be made as a Base Rate Borrowing, Advance and (iiy) if such Borrowing Eurocurrency Advance is a Money Market LIBOR BorrowingEurocurrency Bid Rate Advance, the Money Market LIBOR Eurocurrency Bid Rate Loans comprising such Borrowing Advance shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Alternate Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market BorrowingFixed Rate Loan: (a) the Administrative Agent is advised by the Euro-Dollar Reference Bank Lenders that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Bank Lenders in the relevant market for such Interest Period, or (b) Banks having 50% or more in the case of a Committed Borrowing, the aggregate amount of the affected Loans Required Lenders advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Loans for such Interest Period, then, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer existexist (which notice the Administrative Agent shall deliver immediately upon its becoming aware thereof), the obligations (i) any Notice of the Banks to make Committed Borrowing requesting a Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, Loan shall be suspended, made as a Base Rate Loan and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing Currency Loan or Money Market BorrowingCompetitive Bid LiBOR Loan: (a) the Administrative Agent is advised by determines that adequate and fair means do not exist for determining the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market Adjusted LIBO Rate for such Interest Period, or (b) in the case of Euro-Currency Loans, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered ▇▇▇▇ Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Currency Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Currency Loans, as in the case may be, affected currency shall be suspended, suspended and (ii) each outstanding Euro-Dollar Currency Loan in the affected currency shall be converted (in the case of an Alternative Currency Loan, at the Spot Rate) into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Syndicated Borrowing, such Borrowing shall instead be made in Dollars as a Base Rate Borrowing, Borrowing in the same aggregate Dollar Amount as the requested Borrowing and (ii) if such affected Borrowing is a Money Market LIBOR Competitive Bid LEBOR Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall be made in Dollars in the same aggregate Dollar Amount as the requested Borrowing and shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing Currency Loan or Money Market BorrowingCompetitive Bid LIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank Banks in the relevant market for such Interest Period, or (b) Banks in the case of Euro-Currency Loans, Lenders having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Dollar Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Dollar Loans, Currency Loans (in the affected currency) or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as Currency Loans (in the case may be, affected currency) shall be suspended, suspended and (ii) each outstanding Euro-Dollar Currency Loan (in the affected currency) shall be prepaid (or, in the case of a Dollar-Denominated Loan, converted into a Base Rate Loan Loan) on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Syndicated Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing in an equal Dollar Amount and (ii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing, then the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank Banks in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, CD Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the a Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Bank Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank Banks in the relevant market for such Interest Period, or (b) the Agent determines (which determination shall be conclusive) that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the interest rate for Euro-Dollar Loans for such Interest Period; or (c) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the affected Loans Commitments advise the Administrative Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate Rate, as the case may be, as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Dollar Loans Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, CD Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Euro-Dollar Borrowing or Money Market LIBOR Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.

Basis for Determining Interest Rate Inadequate or Unfair. (a) If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market Borrowing: (ai) the Administrative Agent is advised by determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market LIBO Rate for such Interest PeriodPeriod (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), or (bii) the Required Banks having 50% or more of the aggregate amount of the affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered LIBO Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower Company notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, . (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(ii) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall endeavor to establish an alternate rate of interest to the LIBO 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, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 10.05, 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 Domestic Business Days of the date notice of such alternate rate of interest is provided to the Banks, a written notice from the Required Banks stating that such Required Banks object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 8.01(b), only to the extent the LIBO Screen Rate for Dollars such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Euro-Dollar Borrowing shall be ineffective and (y) if such any Borrowing is Request requests a Money Market LIBOR Euro-Dollar Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the be made as a Base Rate Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for such daythe purposes of this Agreement.