Common use of LIBOR Unavailability Clause in Contracts

LIBOR Unavailability. (i) In the event that Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), on any date for determining the LIBOR Rate for any Interest Period that deposits in the principal amounts and currencies of the Loans comprising such Borrowing of LIBOR Rate Loans are not generally available in the relevant market, then Agent shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to Administrative Borrower and Lenders of such determination. Thereafter, LIBOR Loans shall no longer be available until such time as Agent notifies Administrative Borrower and Lenders that the circumstances giving rise to such notice by Agent no longer exist (which notice Agent agrees to give at such time when such circumstances no longer exist), and any LIBOR Notice given by Administrative Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrowers. (ii) Notwithstanding the foregoing, if Agent has made the determination described in the preceding paragraph because the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over Agent or any Lender has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans and which specifies the new rate that would be used in lieu thereof, and Administrative Borrower or Agent shall so request, Agent and Administrative Borrower shall negotiate in good faith to amend the definition of "LIBOR Rate" and other applicable provisions (including any appropriate adjustment to the Applicable Margin) to preserve the original intent thereof in light of such change (it being understood that (i) if, at any time, any rate is below zero under such amended definition, such rate shall be deemed to be zero at such time and (ii) any rate so amended will be determined giving due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time); provided, that until so amended, such Loans will be handled as otherwise provided pursuant to the terms of this Section 2.12. Notwithstanding anything to the contrary in Section 14.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as Agent shall not have received within five (5) days of the date notice of such amendment is provided to Lenders, a written notice from Required Lenders stating that such Required Lenders object to such amendment.

LIBOR Unavailability. Notwithstanding anything to the contrary, LIBOR may be deemed by the Administrative Agent (in the Administrative Agent’s reasonable discretion) to be unavailable if the Administrative Agent determines (which determination shall be conclusive and binding on the Borrower) prior to the commencement of any Interest Accrual Period that: (i) by reason of circumstances affecting the London interbank eurodollar market, “LIBOR” cannot be determined pursuant to the definition thereof; (ii) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Accrual Period of such Advance; or (iii) LIBOR for such Interest Accrual Period does not adequately and fairly reflect the cost to a Lender of funding an Advance (as advised by the Majority Lenders to the Administrative Agent). In the event that the Administrative Agent shall have reasonably determined (which determination deems LIBOR to be unavailable pursuant to the above, the Administrative Agent shall, absent clearly demonstrable erroras soon as practicable thereafter, be final and conclusive and binding upon all parties hereto), on any date for determining notify the LIBOR Rate for any Interest Period that deposits in the principal amounts and currencies of the Loans comprising such Borrowing of LIBOR Rate Loans are not generally available in the relevant market, then Agent shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to Administrative Borrower and the Lenders of such determinationdetermination (a “LIBOR Unavailability Notice”). Thereafter, The Administrative Agent may rescind any such LIBOR Loans shall Unavailability Notice in the event that the circumstances giving rise to such notice no longer exist (such notice to be available until such time as provided by the Administrative Agent notifies Administrative Borrower and promptly upon written notice of the Majority Lenders that the circumstances giving rise to such notice by Agent no longer exist (which notice Agent agrees LIBOR Unavailability Notice have ceased to give at such time when such circumstances no longer exist). Upon the Borrower’s receipt of a LIBOR Unavailability Notice, the Borrower may revoke any pending request for an Advance. If a LIBOR Unavailability Notice has been delivered but not rescinded, LIBOR cannot be determined or has been phased out and any LIBOR Notice given no new Benchmark under clause (e) has been established, all calculations of interest by Administrative Borrower with respect reference to LIBOR Loans that have not yet been incurred hereunder shall instead be deemed rescinded made by the Borrowers. (ii) Notwithstanding the foregoing, if Agent has made the determination described in the preceding paragraph because the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over Agent or any Lender has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans and which specifies the new rate that would be used in lieu thereof, and Administrative Borrower or Agent shall so request, Agent and Administrative Borrower shall negotiate in good faith to amend the definition of "LIBOR Rate" and other applicable provisions (including any appropriate adjustment reference to the Applicable Margin) to preserve the original intent thereof in light of such change (it being understood that (i) if, at any time, any rate is below zero under such amended definition, such rate shall be deemed to be zero at such time and (ii) any rate so amended will be determined giving due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time); provided, that until so amended, such Loans will be handled as otherwise provided pursuant to the terms of this Section 2.12. Notwithstanding anything to the contrary in Section 14.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as Agent shall not have received within five (5) days of the date notice of such amendment is provided to Lenders, a written notice from Required Lenders stating that such Required Lenders object to such amendmentAlternative Rate.

LIBOR Unavailability. (i) In the event If Bank determines, in its sole discretion, that Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), on any date for determining the LIBOR Rate for any Interest Period that deposits in the principal amounts and currencies of the Loans comprising such Borrowing of LIBOR Rate Loans are not generally available in the relevant marketIndex (a) has been or imminently will be discontinued, then Agent shall within a reasonable time thereafter give notice (if by telephone, confirmed in writingb) to Administrative Borrower and Lenders of such determination. Thereafter, LIBOR Loans shall is no longer be available until such time as Agent notifies Administrative Borrower and Lenders that an industry accepted reference rate for loans of a similar type to the circumstances giving rise to such notice Loan and/or has been superseded by Agent an alternative reference rate, or (c) is no longer exist (which notice Agent agrees representative or may not be used pursuant to give at such time when such circumstances no longer exist), and any LIBOR Notice given a public statement by Administrative Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrowers. (ii) Notwithstanding the foregoing, if Agent has made the determination described in the preceding paragraph because the supervisor for the administrator of the LIBOR Rate Index or a Governmental Authority having jurisdiction over Agent other regulatory authority (e.g., the Federal Reserve), in each case with respect to any type of loan or any Lender has made a public statement identifying a specific date after transaction, then Bank may select an alternative reference rate, which may reflect adjustments to the LIBOR Rate shall no longer be used for determining interest rates for loans and which specifies spread or margin (collectively, the new rate that would “Substitute Index Rate”), to be used in lieu thereofof the LIBOR Index based interest rate set forth in this Agreement (the “Pre-Substitute Rate”). Bank and Borrowers acknowledge that the discontinuation of the LIBOR Index is a future event over which neither Bank nor any Borrower has influence but which will necessarily affect the Pre-Substitute Rate. Accordingly, and Administrative Borrower or Agent Bank shall so request, Agent and Administrative Borrower shall negotiate use reasonable efforts to select a substitute Index rate that Bank in good faith to amend believes is a practical means of preserving the definition of "LIBOR Rate" and other applicable provisions (including any appropriate adjustment party’s intent relative to the Applicable Margin) to preserve economics of the original intent thereof in light of such change (it being understood Pre-Substitute Rate. Notwithstanding the foregoing, the parties acknowledge that (i) if, at any initially and/or over time, the Substitute Index Rate will differ from the Pre-Substitute Rate. In selecting the Substitute Index Rate, Bank shall consider to what extent and the manner in which industry standard accepted substitutes for the LIBOR Index has been established, and the parties agree that the different substitute Index Rates may be selected for different types of loans and transactions. Borrower agrees that Bank shall not be liable in any rate is below zero under manner for the selection of a Substitute Index Rate provided Bank makes such amended definition, such rate selection in good faith. The Substitute Index Rate shall be in lieu of the Pre-Substitute Rate and all references in this Agreement to the Pre-Substitute Rate shall be deemed to be zero at such time and (ii) any rate so amended will be determined giving due consideration refer to the then prevailing market convention for determining Substitute Index Rate, effective as of the date specified by Bank, in a rate of interest for syndicated loans in written notice given by Bank to Borrowers. To the United States at such time); provided, that until so amendedextent practicable, such Loans will notice shall be handled as otherwise provided pursuant given at least 30 days prior to the terms Effective Date. The Substitute Index Rate shall remain in effect from the effective date set forth in such notice until the Maturity Date as such date may be extended, unless such an instance occurs where the Substitute Index Rate is no longer available, in which case the provisions of this Section 2.12. Notwithstanding anything to will again apply for the contrary in Section 14.1, such amendment shall become effective without any further action or consent purposes of any other party to this Agreement so long as Agent shall not have received within five (5) days of replacing the date notice of such amendment is provided to Lenders, a written notice from Required Lenders stating that such Required Lenders object to such amendmentSubstitute Index Rate.

LIBOR Unavailability. (i) In the event that Agent shall have reasonably determined If Lender determines in good faith (which determination shallshall be conclusive, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto), on any date for determining ) prior to the LIBOR Rate for commencement of any Interest Period that (i) the making or maintenance of any LIBOR Loan would violate any applicable law, rule, regulation or directive, whether or not having the force of law, (ii) United States dollar deposits in the principal amounts amount, and currencies for periods equal to the interest period for funding any LIBOR Loan are not available in the London Interbank Eurodollar market in the ordinary course of business, or (iii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the LIBOR Rate to be applicable to the relevant LIBOR Loan, or (iv) the LIBOR Rate plus the applicable margin does not accurately reflect the cost to Lender of a LIBOR Loan, Lender shall promptly notify Borrower thereof and, so long as the foregoing conditions continue, none of the Loans comprising such Borrowing of may be advanced as a LIBOR Rate Loans are not generally available in Loan thereafter. In the relevant market, then Agent shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to Administrative Borrower and Lenders event of such determination. ThereafterLIBOR unavailability, in addition, at Borrower’s option, each existing LIBOR Loans Loan shall no longer be available until immediately (i) converted to a Loan bearing interest with reference to the Prime Rate (plus such margin as reasonably determined by Lender so as to result in an interest rate as close to possible as the interest rate in effect immediately prior to the occurrence of such event) on the last Business Day of the then existing Interest Period, and thereafter the interest rate applicable shall be equal to the Prime Rate from time to time plus such margin (except if the Default Rate is applicable as Agent notifies Administrative Borrower set forth in Section 2.1(b) and Lenders that the circumstances giving rise to such notice by Agent no longer exist (which notice Agent agrees to give at such time when such circumstances no longer existSection 2.2(b)), and any LIBOR Notice given by Administrative Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrowers. or (ii) Notwithstanding due and payable on the foregoing, if Agent has made the determination described in the preceding paragraph because the supervisor for the administrator last Business Day of the LIBOR Rate then existing Interest Period, without further demand, presentment, protest or a Governmental Authority having jurisdiction over Agent or any Lender has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans and which specifies the new rate that would be used in lieu thereof, and Administrative Borrower or Agent shall so request, Agent and Administrative Borrower shall negotiate in good faith to amend the definition of "LIBOR Rate" and other applicable provisions (including any appropriate adjustment to the Applicable Margin) to preserve the original intent thereof in light of such change (it being understood that (i) if, at any time, any rate is below zero under such amended definition, such rate shall be deemed to be zero at such time and (ii) any rate so amended will be determined giving due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time); provided, that until so amended, such Loans will be handled as otherwise provided pursuant to the terms of this Section 2.12. Notwithstanding anything to the contrary in Section 14.1, such amendment shall become effective without any further action or consent notice of any other party to this Agreement so long as Agent shall not have received within five (5) days kind, all of the date notice of such amendment is provided to Lenders, a written notice from Required Lenders stating that such Required Lenders object to such amendmentwhich are hereby waived by Borrower.

LIBOR Unavailability. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Agent or Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to the Borrower Agent) that the Borrower Agent or Required Lenders (as applicable) have determined, that: (i) In the event that Agent shall have reasonably determined (which determination shalladequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, absent clearly demonstrable errorincluding, be final and conclusive and binding upon all parties hereto)without limitation, on any date for determining because the LIBOR Screen Rate for any Interest Period that deposits in the principal amounts is not available or published on a current basis and currencies of the Loans comprising such Borrowing of LIBOR Rate Loans are not generally available in the relevant market, then Agent shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to Administrative Borrower and Lenders of such determination. Thereafter, LIBOR Loans shall no longer be available until such time as Agent notifies Administrative Borrower and Lenders that the circumstances giving rise to such notice by Agent no longer exist (which notice Agent agrees to give at such time when such circumstances no longer exist), and any LIBOR Notice given by Administrative Borrower with respect are unlikely to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrowers.temporary; or (ii) Notwithstanding the foregoing, if Agent has made the determination described in the preceding paragraph because the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Agent or any Lender has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rates for rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans and which specifies currently being executed, or that include language similar to that contained in this Section 3.1.5, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the new rate that would be used in lieu thereofAgent or receipt by the Agent of such notice, and Administrative Borrower or Agent shall so requestas applicable, the Agent and Administrative Borrower shall negotiate in good faith the Borrowers may amend this Agreement to amend the definition of "replace LIBOR Rate" and other applicable provisions with (including any appropriate adjustment to the Applicable Marginx) to preserve the original intent thereof in light of such change one or more SOFR-Based Rates or (it being understood that (iy) if, at any time, any another alternate benchmark rate is below zero under such amended definition, such rate shall be deemed to be zero at such time and (ii) any rate so amended will be determined giving due consideration to the any evolving or then prevailing market existing convention for determining similar U.S. dollar denominated syndicated credit facilities for such alternative 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 U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate of interest for syndicated loans described in clause (x), object to the Adjustment; or (B) in the United States at case of an amendment to replace LIBOR with a rate described in clause (y), object to such timeamendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided, provided that until so amendedto the extent such market practice is not administratively feasible for the Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Agent. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain U.S. LIBOR Loans and U.S. Floating LIBOR Loans shall be suspended, (to the extent of the affected U.S. LIBOR Loans, U.S. Floating LIBOR Loans or Interest Periods), and (y) the LIBOR component shall no longer be utilized in determining the U.S. Base Rate. Upon receipt of such notice, the Borrower Agent may revoke any pending request for a Borrowing of, conversion to or continuation of U.S. LIBOR Loans and U.S. Floating LIBOR Loans (to the extent of the affected U.S. LIBOR Loans, U.S. Floating LIBOR Loans or Interest Periods) or, failing that, will be handled as otherwise provided pursuant deemed to have converted such request into a request for a Borrowing of U.S. Base Rate Loans (subject to the terms foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Section 2.12Agreement. Notwithstanding In connection with the implementation of a LIBOR Successor Rate, the Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in Section 14.1any other Loan Document, any amendments implementing such amendment shall LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement so long as Agent shall not have received within five (5) days of the date notice of such amendment is provided to Lenders, a written notice from Required Lenders stating that such Required Lenders object to such amendmentAgreement.

LIBOR Unavailability. If the Lender determines in its reasonable --------------------- good faith judgment (which determination shall be conclusive, absent manifest error) prior to the commencement of any LIBOR Interest Period that (i) In the event that Agent shall have reasonably determined making or maintenance of any LIBOR Loan or Fixed LIBOR Loan would violate any applicable law, rule, regulation or directive, whether or not having the force of law, (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), on any date for determining the LIBOR Rate for any Interest Period that ii) United States dollar deposits in the principal amounts amount, and currencies for periods equal to the LIBOR Interest Period for funding any LIBOR Loan or any Fixed LIBOR Loan are not available in the London Interbank Eurodollar market in the ordinary course of business, (iii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the LIBOR Rate to be applicable to the relevant LIBOR Loan or the Fixed LIBOR Rate to be applicable to the relevant Fixed LIBOR Loan, or (iv) the LIBOR Rate does not accurately reflect the cost to the Lender of a LIBOR Loan or the Fixed LIBOR Rate does not accurately reflect the cost to the Lender of a Fixed LIBOR Loan, the Lender shall promptly notify the Borrowers thereof and, so long as the foregoing conditions continue, none of the Loans comprising such Borrowing of may be advanced as a LIBOR Rate Loans are not generally available in Loan thereafter. In addition, at the relevant marketBorrowers' option, then Agent shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to Administrative Borrower and Lenders of such determination. Thereafter, each existing LIBOR Loans shall no longer be available until such time as Agent notifies Administrative Borrower and Lenders that the circumstances giving rise to such notice by Agent no longer exist (which notice Agent agrees to give at such time when such circumstances no longer exist), and any LIBOR Notice given by Administrative Borrower with respect to LIBOR Loans that have not yet been incurred Loan shall be deemed rescinded immediately (i) converted to a Prime Loan, or (ii) due and payable without further demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrowers. (ii) Notwithstanding the foregoing, if Agent has made the determination described in the preceding paragraph because the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over Agent or any Lender has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans and which specifies the new rate that would be used in lieu thereof, and Administrative Borrower or Agent shall so request, Agent and Administrative Borrower shall negotiate in good faith to amend the definition of "LIBOR Rate" and other applicable provisions (including any appropriate adjustment to the Applicable Margin) to preserve the original intent thereof in light of such change (it being understood that (i) if, at any time, any rate is below zero under such amended definition, such rate shall be deemed to be zero at such time and (ii) any rate so amended will be determined giving due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time); provided, that until so amended, such Loans will be handled as otherwise provided pursuant to the terms of this Section 2.12. Notwithstanding anything to the contrary in Section 14.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as Agent shall not have received within five (5) days of the date notice of such amendment is provided to Lenders, a written notice from Required Lenders stating that such Required Lenders object to such amendment.

LIBOR Unavailability. Notwithstanding anything to the contrary, (i) In in the event that the Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), on any date for determining the LIBOR Rate for any Interest Period in good faith that U.S. Dollar deposits in the principal amounts and currencies of the Loans comprising such Borrowing of LIBOR Rate Loans Advances are not generally available in the relevant London interbank market, then or that the Administrative Agent shall within a reasonable time thereafter give notice (if has been notified in writing by telephonethe Majority Lenders that the rates at which such U.S. Dollar deposits are being offered will not adequately and fairly in good faith reflect the cost to the Majority Lenders of making or maintaining loans at LIBOR, confirmed in writing) to the Administrative Agent shall, as soon as practicable thereafter, notify the Borrower and the Lenders of such determinationdetermination (a “LIBOR Unavailability Notice”). Thereafter, The Administrative Agent may rescind any such LIBOR Loans shall Unavailability Notice in the event that the circumstances giving rise to such notice no longer exist (such notice to be available until such time as provided by the Administrative Agent notifies Administrative Borrower and promptly upon written notice of the Majority Lenders that the circumstances giving rise to such notice by Agent no longer exist (which notice Agent agrees LIBOR Unavailability Notice have ceased to give at such time when such circumstances no longer exist), and any LIBOR Notice given by Administrative Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrowers. (ii) Notwithstanding In the foregoingevent that LIBOR is phased out, if Agent has made and a new benchmark is established or administered by the determination described in the preceding paragraph because the supervisor for the administrator of the LIBOR Rate Financial Conduct Authority or ICE Benchmark Administration or other comparable authority, and such new benchmark with a one-month maturity is readily available through Bloomberg or a Governmental Authority having jurisdiction over Agent or any Lender has made a public statement identifying a specific date after which comparable medium, then the LIBOR Rate shall no longer be used for determining interest rates for loans and which specifies the new rate that would be used in lieu thereof, and Administrative Borrower or Agent shall so requestutilize such new benchmark with a one-month maturity for all purposes hereof in place of LIBOR. (iii) If a LIBOR Unavailability Notice has been delivered but not rescinded, Agent LIBOR cannot be determined or has been phased out and Administrative Borrower shall negotiate in good faith to amend the definition of "LIBOR Rate" and other applicable provisions (including any appropriate adjustment to the Applicable Margin) to preserve the original intent thereof in light of such change (it being understood that (i) if, at any time, any rate is below zero no new benchmark under such amended definition, such rate shall be deemed to be zero at such time and clause (ii) any rate so amended will has been established, the Administrative Agent shall designate a comparable alternative benchmark (the “Alternative Rate”), which may include reference to the arithmetic average of the rates of interest per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) at which deposits in U.S. Dollars in immediately available funds are offered to the Administrative Agent at 11:00 a.m. (London, England time) two (2) London Banking Days before the beginning of such one-month period by three (3) or more major banks in the interbank Eurodollar market selected by the Administrative Agent for delivery on the first day of and for a period equal to such one-month period and in an amount equal or comparable to the principal amount of the portion of the Advance on which “LIBOR” is being calculated, and shall give notice thereof to the Borrower by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower that the circumstances giving rise to the determination of the Alternative Rate no longer exist or that LIBOR can be determined giving due consideration or a new benchmark under clause (ii) has been established, all calculations of interest by reference to LIBOR hereunder shall instead be made by reference to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time); provided, that until so amended, such Loans will be handled as otherwise provided pursuant to the terms of this Section 2.12. Notwithstanding anything to the contrary in Section 14.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as Agent shall not have received within five (5) days of the date notice of such amendment is provided to Lenders, a written notice from Required Lenders stating that such Required Lenders object to such amendmentAlternative Rate.

LIBOR Unavailability. If the Lender determines in it reasonable --------------------- good faith judgment (which determination shall be conclusive, absent manifest error) that (i) In the event that Agent shall have reasonably determined making or maintenance of any LIBOR Loan would violate any applicable law, rule, regulation or directive, whether or not having the force of law, (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), on any date for determining the LIBOR Rate for any Interest Period that ii) United States dollar deposits in the principal amounts amount, and currencies for periods equal to term of the LIBOR Loans for funding any LIBOR Loan are not available in the London Interbank Eurodollar market in the ordinary course of business, (iii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the London Interbank Offered Rate or BBA LIBOR Daily Floating Rate to be applicable to the relevant LIBOR Loan, or (iv) the London Interbank Offered Rate or BBA LIBOR Daily Floating Rate does not accurately reflect the cost to the Lender of a LIBOR Loan, the Lender shall promptly notify the Borrowers thereof and, so long as the foregoing conditions continue, none of the Loans comprising such Borrowing of may be advanced as a LIBOR Rate Loans are not generally available Loan thereafter. In addition, at the Borrowers' option, each existing LIBOR Loan shall be immediately (i) converted to a Prime Loan on the next Business Day (in the relevant market, case of a Loan bearing interest at the BBA LIBOR Daily Floating Rate) or the last Business Day of the then Agent shall within existing LIBOR Interest Period (in the case of a reasonable time thereafter give notice (if by telephone, confirmed in writing) to Administrative Borrower and Lenders of such determination. Thereafter, LIBOR Loans shall no longer be available until such time as Agent notifies Administrative Borrower and Lenders that Loan bearing interest at the circumstances giving rise to such notice by Agent no longer exist (which notice Agent agrees to give at such time when such circumstances no longer existLondon Interbank Offered Rate), or (ii) due and payable on the next Business Day (in the case of a Loan bearing interest at the BBA LIBOR Daily Floating Rate) or the last Business Day of the then existing LIBOR Interest Period (in the case of a Loan bearing interest at the London Interbank Offered Rate), without further demand, presentment, protest or notice of any LIBOR Notice given by Administrative Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded kind, all of which are hereby waived by the Borrowers. (ii) Notwithstanding the foregoing, if Agent has made the determination described in the preceding paragraph because the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over Agent or any Lender has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans and which specifies the new rate that would be used in lieu thereof, and Administrative Borrower or Agent shall so request, Agent and Administrative Borrower shall negotiate in good faith to amend the definition of "LIBOR Rate" and other applicable provisions (including any appropriate adjustment to the Applicable Margin) to preserve the original intent thereof in light of such change (it being understood that (i) if, at any time, any rate is below zero under such amended definition, such rate shall be deemed to be zero at such time and (ii) any rate so amended will be determined giving due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time); provided, that until so amended, such Loans will be handled as otherwise provided pursuant to the terms of this Section 2.12. Notwithstanding anything to the contrary in Section 14.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as Agent shall not have received within five (5) days of the date notice of such amendment is provided to Lenders, a written notice from Required Lenders stating that such Required Lenders object to such amendment.

LIBOR Unavailability. If the Administrative Agent or the Lender has determined that (ia)(i) In the event that Agent shall have reasonably determined (which determination shalladministrator, absent clearly demonstrable erroror any relevant agency or authority for such administrator, be final and conclusive and binding upon all parties hereto), on any date for determining the LIBOR Rate for any Interest Period that deposits in the principal amounts and currencies of the Loans comprising such Borrowing of LIBOR Rate Loans are not generally available in (or any substitute index which replaces LIBOR (LIBOR or such replacement, the relevant market, then Agent shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing“Benchmark”)) to Administrative Borrower and Lenders of has announced that such determination. Thereafter, LIBOR Loans shall Benchmark will no longer be available until such time as Agent notifies Administrative Borrower and Lenders that the circumstances giving rise to such notice by Agent no longer exist (which notice Agent agrees to give at such time when such circumstances no longer exist)provided, and any LIBOR Notice given by Administrative Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrowers. (ii) Notwithstanding the foregoing, if Agent any relevant agency or authority has made the determination described in the preceding paragraph because the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over Agent or any Lender has made a public statement identifying a specific date after which the LIBOR Rate shall announced that such Benchmark is no longer be representative, or (iii) any similar circumstance exists such that such Benchmark has become unavailable or ceased to exist, or (b) similar loans are being documented with a replacement rate to such Benchmark, the Administrative Agent and the Lender will (x) replace such Benchmark with a replacement rate or (y) if any such circumstance applies to fewer than all tenors of such Benchmark used for determining an interest rates period hereunder, discontinue the availability of the affected interest periods. In the case of LIBOR, (a) for loans and which specifies any advance hereunder where the new rate that would is reset daily, such replacement rate will be used in lieu thereofDaily Simple SOFR, plus the adjustment described below, and (b) for any advance hereunder where the rate is reset at monthly or longer intervals, such replacement rate will be Term SOFR, plus the adjustment described below; provided that if the Administrative Borrower Agent or Agent shall so request, Agent and Administrative Borrower shall negotiate the Lender determines in good faith to amend the definition of "LIBOR Rate" and other applicable provisions (including any appropriate adjustment to the Applicable Margin) to preserve the original intent thereof in light of such change (it being understood its sole discretion that (i) if, Term SOFR is not available for the applicable advance at any time, any rate is below zero under the time of such amended definition, such rate shall be deemed to be zero at such time and replacement or (ii) any the administration of Term SOFR is not administratively feasible for the Administrative Agent or the Lender, then such replacement rate so amended will be determined giving due consideration Daily Simple SOFR, plus the adjustment described below. In each case, the Administrative Agent and the Lender will add an adjustment to Term SOFR or Daily Simple SOFR that is selected or recommended by the then prevailing market convention Board. In connection with the selection and implementation of any such replacement rate, the Administrative Agent and the Administrative Agent or the Lender may make any technical, administrative or operational changes that the Lender decides may be appropriate to reflect the adoption and implementation of such replacement rate. The Administrative Agent and the Lender do not warrant or accept any responsibility for determining a the administration or submission of, or any other matter related to, LIBOR or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation whether any such alternative, successor or replacement rate will have the same value as, or be economically equivalent to, LIBOR. The Administrative Agent’s and Lender’s internal records of applicable interest for syndicated loans rates shall be determinative in the United States at such time); provided, that until so amended, such Loans will be handled as otherwise provided pursuant to the terms absence of this Section 2.12. Notwithstanding anything to the contrary in Section 14.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as Agent shall not have received within five (5) days of the date notice of such amendment is provided to Lenders, a written notice from Required Lenders stating that such Required Lenders object to such amendmentmanifest error.

LIBOR Unavailability. If the Lender determines in good faith (which determination shall be conclusive, absent manifest error) prior to the commencement of any LIBOR Interest Period or Interest Period that (i) In the event that Agent shall have reasonably determined making or maintenance of any LIBOR Loan or Fixed LIBOR Loan would violate any applicable law, rule, regulation or directive, whether or not having the force of law, (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), on any date for determining the LIBOR Rate for any Interest Period that ii) United States dollar deposits in the principal amounts amount, and currencies for periods equal to the LIBOR Interest Period for funding any LIBOR Loan or for periods equal to the Interest Period for funding any Fixed LIBOR Loan are not available in the London Interbank Eurodollar market in the ordinary course of business, (iii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the LIBOR Rate to be applicable to the relevant LIBOR Loan or the Fixed LIBOR Rate to be applicable to the relevant Fixed LIBOR Loan, or (iv) the LIBOR Rate does not accurately reflect the cost to the Lender of a LIBOR Loan or the Fixed LIBOR Rate does not accurately reflect the cost to the Lender of a Fixed LIBOR Loan, the Lender shall promptly notify the Distribution Borrowers and/or the Fulfillment Borrowers, as applicable, thereof and, so long as the foregoing conditions continue, none of the Loans comprising such Borrowing of may be advanced as a LIBOR Rate Loans are not generally available in the relevant market, then Agent shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to Administrative Borrower and Lenders of such determination. Thereafter, Loan or Fixed LIBOR Loans shall no longer be available until such time thereafter. In addition, at the Distribution Borrowers’ and the Fulfillment Borrowers’ option, as Agent notifies Administrative Borrower applicable, each existing LIBOR Loan and Lenders that the circumstances giving rise to such notice by Agent no longer exist (which notice Agent agrees to give at such time when such circumstances no longer exist), and any Fixed LIBOR Notice given by Administrative Borrower with respect to LIBOR Loans that have not yet been incurred Loan shall be deemed rescinded by the Borrowers. immediately (i) converted to a Prime Loan, or (ii) Notwithstanding the foregoingdue and payable without further demand, if Agent has made the determination described in the preceding paragraph because the supervisor for the administrator of the LIBOR Rate presentment, protest or a Governmental Authority having jurisdiction over Agent or any Lender has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans and which specifies the new rate that would be used in lieu thereof, and Administrative Borrower or Agent shall so request, Agent and Administrative Borrower shall negotiate in good faith to amend the definition of "LIBOR Rate" and other applicable provisions (including any appropriate adjustment to the Applicable Margin) to preserve the original intent thereof in light of such change (it being understood that (i) if, at any time, any rate is below zero under such amended definition, such rate shall be deemed to be zero at such time and (ii) any rate so amended will be determined giving due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time); provided, that until so amended, such Loans will be handled as otherwise provided pursuant to the terms of this Section 2.12. Notwithstanding anything to the contrary in Section 14.1, such amendment shall become effective without any further action or consent notice of any other party to this Agreement so long as Agent shall not have received within five (5) days kind, all of which are hereby waived by the date notice of such amendment is provided to Lenders, a written notice from Required Lenders stating that such Required Lenders object to such amendmentDistribution Borrowers and the Fulfillment Borrowers.

LIBOR Unavailability. Notwithstanding anything to the contrary, (i) In in the event that the Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), on any date for determining the LIBOR Rate for any Interest Period in good faith that U.S. Dollar deposits in the principal amounts and currencies of the Loans comprising such Borrowing of LIBOR Rate Loans Advances are not generally available in the relevant London interbank market, then or that the Administrative Agent shall within a has been notified in writing by the Majority Lenders that the rates at which such U.S. Dollar deposits are being offered will not adequately and fairly in good faith reflect the cost to the Majority Lenders of making or maintaining loans at LIBOR, or that reasonable time thereafter give notice (if by telephonemeans do not exist for ascertaining LIBOR, confirmed in writing) to the Administrative Agent shall, as soon as practicable thereafter, notify the Borrower and the Lenders of such determinationdetermination (a “LIBOR Unavailability Notice”). Thereafter, The Administrative Agent may rescind any such LIBOR Loans shall Unavailability Notice in the event that the circumstances giving rise to such notice no longer exist (such notice to be available until such time as provided by the Administrative Agent notifies Administrative Borrower and promptly upon written notice of the Majority Lenders that the circumstances giving rise to such notice by Agent no longer exist (which notice Agent agrees LIBOR Unavailability Notice have ceased to give at such time when such circumstances no longer exist), and any LIBOR Notice given by Administrative Borrower with respect to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrowers. (ii) Notwithstanding In the foregoingevent that LIBOR is phased out, if Agent has made and a new benchmark is established or administered by the determination described in the preceding paragraph because the supervisor for the administrator of the LIBOR Rate Financial Conduct Authority or ICE Benchmark Administration or other comparable authority, and such new benchmark with a three-month maturity is readily available through Bloomberg or a Governmental Authority having jurisdiction over Agent or any Lender has made a public statement identifying a specific date after which comparable medium, then the LIBOR Rate shall no longer be used for determining interest rates for loans and which specifies the new rate that would be used in lieu thereof, and Administrative Borrower or Agent shall so requestutilize such new benchmark with a three-month maturity for all purposes hereof in place of LIBOR. (iii) If a LIBOR Unavailability Notice has been delivered but not rescinded, Agent LIBOR cannot be determined or has been phased out and Administrative Borrower shall negotiate in good faith to amend the definition of "LIBOR Rate" and other applicable provisions (including any appropriate adjustment to the Applicable Margin) to preserve the original intent thereof in light of such change (it being understood that (i) if, at any time, any rate is below zero no new benchmark under such amended definition, such rate shall be deemed to be zero at such time and clause (ii) any rate so amended will has been established, the Administrative Agent and the Borrower shall endeavor to designate a comparable alternative benchmark (the “Alternative Rate”), which may include reference to the arithmetic average of the rates of interest per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) at which deposits in U.S. Dollars in immediately available funds are offered to the Administrative Agent at 11:00 a.m. (London, England time) two (2) London business days before the beginning of such three-month period by three (3) or more major banks in the interbank Eurodollar market selected by the Administrative Agent for delivery on the first day of and for a period equal to such three-month period and in an amount equal or comparable to the principal amount of the portion of the Advance on which “LIBOR” is being calculated, and shall give notice thereof to the Borrower by telephone, facsimile, or other electronic means as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower that the circumstances giving rise to the determination of the Alternative Rate no longer exist or that LIBOR can be determined giving due consideration or a new benchmark under clause (ii) has been established, all calculations of interest by reference to LIBOR hereunder shall instead be made by reference to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time); provided, that until so amended, such Loans will be handled as otherwise provided pursuant to the terms of this Section 2.12. Notwithstanding anything to the contrary in Section 14.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as Agent shall not have received within five (5) days of the date notice of such amendment is provided to Lenders, a written notice from Required Lenders stating that such Required Lenders object to such amendmentAlternative Rate.

LIBOR Unavailability. Notwithstanding anything to the contrary in this Agreement or any other Related Document, if the Initial Liquidity Facility Provider determines (which determination shall be conclusive absent manifest error) that: (i) In the event that Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final adequate and conclusive and binding upon all parties hereto), on any date reasonable means do not exist for determining the ascertaining LIBOR Rate for any requested Interest Period that deposits in the principal amounts Period, including, without limitation, because LIBOR is not available or published on a current basis, and currencies of the Loans comprising such Borrowing of LIBOR Rate Loans are not generally available in the relevant market, then Agent shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to Administrative Borrower and Lenders of such determination. Thereafter, LIBOR Loans shall no longer be available until such time as Agent notifies Administrative Borrower and Lenders that the circumstances giving rise to such notice by Agent no longer exist (which notice Agent agrees to give at such time when such circumstances no longer exist), and any LIBOR Notice given by Administrative Borrower with respect are unlikely to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrowers.temporary, (ii) Notwithstanding the foregoing, if Agent has made the determination described in the preceding paragraph because the supervisor for the administrator of the LIBOR Rate or a Governmental Authority governmental authority having jurisdiction over Agent or any Lender the Initial Liquidity Facility Provider has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be made available, or used for determining the interest rates for loans rate of loan or (iii) similar credit 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 LIBOR, then the Initial Liquidity Facility Provider shall so notify the Borrower and which specifies the new rate that would be used in lieu thereofAdministrative Agent, and the Initial Liquidity Facility Provider, the Administrative Borrower or Agent shall so request, Agent and Administrative the Borrower shall negotiate in good faith may amend this Agreement to amend the definition of "(a) replace LIBOR Rate" and other applicable provisions with an alternate benchmark rate (including any appropriate adjustment mathematical or other adjustments to the Applicable Marginbenchmark (if any) to preserve incorporated therein) agreed among the original intent thereof in light of such change (it being understood that (i) ifInitial Liquidity Facility Provider, at any timethe Administrative Agent and the Borrower, any rate is below zero under such amended definition, such rate shall be deemed to be zero at such time and (ii) any rate so amended will be determined giving due consideration to the any evolving or then prevailing market existing convention for determining similar U.S. dollar denominated credit agreements for such alternative benchmarks (any such agreed replacement rate, a rate of interest for syndicated loans in the United States at such time“LIBOR Successor Rate”); provided, provided that until so amended, such Loans will be handled as otherwise provided pursuant to the terms of this Section 2.12. Notwithstanding anything to the contrary in Section 14.1, such amendment shall become effective without any further action or consent provide that such LIBOR Successor Rate shall not be less than zero and (b) incorporate LIBOR Successor Rate Conforming Changes agreed among the Initial Liquidity Facility Provider, the Administrative Agent and the Borrower. The Borrower shall provide prior written notice to the Rating Agencies of any other party amendment to this Agreement so long as Agent shall not pursuant to this Section 3.08. [**] = Portions of this exhibit have received within five (5) days been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the date notice of such amendment is provided to Lenders, a written notice from Required Lenders stating that such Required Lenders object to such amendmentSecurities and Exchange Commission.

LIBOR Unavailability. Notwithstanding anything to the contrary in this Agreement or any other Related Documents, if the Initial Liquidity Facility Provider determines (which determination shall be conclusive absent manifest error), or the Borrower notifies the Initial Liquidity Facility Provider (with a copy to the Administrative Agent) that the Borrower has determined, that: (i) In the event that Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final adequate and conclusive and binding upon all parties hereto), on any date reasonable means do not exist for determining the ascertaining LIBOR Rate for any Interest Period that deposits in the principal amounts hereunder or any other tenors of LIBOR, including, without limitation, because LIBOR is not available or published on a current basis, and currencies of the Loans comprising such Borrowing of LIBOR Rate Loans are not generally available in the relevant market, then Agent shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to Administrative Borrower and Lenders of such determination. Thereafter, LIBOR Loans shall no longer be available until such time as Agent notifies Administrative Borrower and Lenders that the circumstances giving rise to such notice by Agent no longer exist (which notice Agent agrees to give at such time when such circumstances no longer exist), and any LIBOR Notice given by Administrative Borrower with respect are unlikely to LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrowers.temporary; (ii) Notwithstanding the foregoing, if Agent has made the determination described in the preceding paragraph because the supervisor for the administrator of the LIBOR Rate or a Governmental Authority governmental authority having jurisdiction over Agent the Initial Liquidity Facility Provider or any Lender such administrator has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be made available, or used for determining the interest rates for loans and which specifies rate of loans, provided that, at the new rate time of such statement, there is no successor administrator that would be used in lieu thereofis satisfactory to the Initial Liquidity Facility Provider, and Administrative Borrower that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”);or (iii) the administrator of LIBOR or Agent shall so request, Agent and Administrative Borrower shall negotiate in good faith to amend the definition of "LIBOR Rate" a governmental authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other applicable provisions tenors of LIBOR are no longer representative; or (including any appropriate adjustment iv) syndicated loans currently being executed, or that include language similar to the Applicable Marginthat contained in this Section 3.08, are being executed or amended (as applicable) to preserve incorporate or adopt a new benchmark interest rate to replace LIBOR; then, in the original intent thereof case of clauses (i)-(iii) above, on a date and time determined by the Initial Liquidity Facility Provider in light its discretion (any such date, the “LIBOR Replacement Date”), which date shall be at the end of such change an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and (it being understood that A) shall occur reasonably promptly upon the occurrence of any of the events or circumstances under clauses (i), or (iii) if, at any time, any rate is below zero under such amended definition, such rate above and,(B) shall be deemed occur with respect to be zero at such time and clause (ii) any rate so amended above, no later than the Scheduled Unavailability Date, LIBOR will be determined giving due consideration replaced hereunder with, subject to the then prevailing market convention for determining a rate of interest for syndicated loans proviso below, the first available alternative set forth in the United States at such time); providedorder below for any payment period for interest calculated that can be determined by the Initial Liquidity Facility Provider, that until so amendedin each case, such Loans will be handled as otherwise provided pursuant to the terms of this Section 2.12. Notwithstanding anything to the contrary in Section 14.1, such amendment shall become effective without any amendment to, or further action or consent of any other party to this Agreement so long as Agent shall not have received within five or any other Related Document or any Holder (5) days of the date notice of “LIBOR Successor Rate”; and any such amendment is provided rate before giving effect to Lendersthe Related Adjustment, a written notice from Required Lenders stating that such Required Lenders object to such amendment.the “Pre-Adjustment Successor Rate”):