Common use of LIBOR Unavailability Clause in Contracts

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) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Agent 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 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 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 Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrowers may amend this Agreement to replace LIBOR with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for 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 described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; 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 that to 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 deemed to have converted such request into a request for a Borrowing of U.S. Base Rate Loans (subject to the 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 Agreement. 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 any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

LIBOR Unavailability. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsRelated Document, if the Agent Initial Liquidity Facility Provider determines (which determination shall be conclusive absent manifest error), or ) that: 24 [**] = Portions of this exhibit have 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 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:Securities and Exchange Commission. (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis basis, and such circumstances are unlikely to be temporary; or, (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority governmental authority having jurisdiction over the Agent Initial Liquidity Facility Provider 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 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”); loan or (iii) syndicated loans similar credit agreements currently being executed, or that include language similar to that contained in this Section 3.1.5Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, thenthen the Initial Liquidity Facility Provider shall so notify the Borrower and the Administrative Agent, reasonably promptly after such determination by and the Agent or receipt by the Agent of such notice, as applicableInitial Liquidity Facility Provider, the Administrative Agent and the Borrowers Borrower may amend this Agreement to (a) replace LIBOR with (x) one or more SOFR-Based Rates or (y) another an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) agreed among the Initial Liquidity Facility Provider, the Administrative Agent and the Borrower, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities agreements 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 agreed replacement rate, a “LIBOR Successor Rate”), and any provided that 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 provide that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; 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 that to 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 deemed to have converted such request into a request for a Borrowing of U.S. Base Rate Loans (subject to the 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 not be less than zero for purposes of this Agreement. In connection with the implementation of a LIBOR Successor Rate, the Agent will have the right to make and (b) incorporate LIBOR Successor Rate Conforming Changes from time to time andagreed among the Initial Liquidity Facility Provider, notwithstanding anything the Administrative Agent and the Borrower. The Borrower shall provide prior written notice to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent Rating Agencies of any other party amendment to this AgreementAgreement pursuant to this Section 3.08.

LIBOR Unavailability. (a) 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 the Borrower Agent or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower AgentBorrower) that the Borrower Agent or Required Lenders (as applicable) have determined, that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent 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 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 loans (such specific date, the “Scheduled Unavailability Date”); , or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.1.5Section, 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 Administrative Agent or receipt by the Administrative Agent of such noticenotice , as applicable, the Administrative Agent and the Borrowers Borrower may amend this Agreement to replace LIBOR with (x) one or more SOFR-Based Rates or (y) another an alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, (including any mathematical or other adjustments to such the 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 if any) incorporated therein) (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR 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 the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to do not accept such amendment; 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 that to 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. a) If no LIBOR Successor Rate has been determined and the circumstances under clause (ia) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain U.S. LIBOR Loans and U.S. Floating LIBOR Eurodollar Rate Loans shall be suspended, suspended (to the extent of the affected U.S. LIBOR Loans, U.S. Floating LIBOR Eurodollar Rate Loans or Interest Periods), and (y) the LIBOR Eurodollar Rate 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 Eurodollar Rate Loans (to the extent of the affected U.S. LIBOR Loans, U.S. Floating LIBOR Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of U.S. Base Rate Loans (subject to the 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 Agreement. 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 any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

LIBOR Unavailability. Notwithstanding anything to If the contrary in this Agreement Administrative Agent or the Lender has determined that (a)(i) the administrator, or any other Loan Documentsrelevant agency or authority for such administrator, if of LIBOR (or any substitute index which replaces LIBOR (LIBOR or such replacement, the Agent determines “Benchmark”)) has announced that such Benchmark will no longer be provided, (which determination shall be conclusive absent manifest error)ii) any relevant agency or authority has announced that such Benchmark is no longer 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 Borrower Administrative Agent and the Lender will (x) replace such Benchmark with a replacement rate or Required Lenders notify (y) if any such circumstance applies to fewer than all tenors of such Benchmark used for determining an interest period hereunder, discontinue the Agent (with, in availability of the affected interest periods. In the case of LIBOR, (a) for any advance hereunder where the Required Lendersrate is reset daily, a copy to such replacement rate will be Daily Simple SOFR, plus the Borrower Agentadjustment 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 Borrower Administrative Agent or Required Lenders (as applicable) have determined, that: the Lender determines in its sole discretion that (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate Term SOFR is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Agent 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 rate of loans, provided that, applicable advance 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 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 Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrowers may amend this Agreement to replace LIBOR with (x) one or more SOFR-Based Rates replacement or (yii) another alternate benchmark rate giving due consideration to any evolving or then existing convention for 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 administration of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; 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 that to the extent such market practice Term SOFR is not administratively feasible for the AgentAdministrative Agent or the Lender, then such LIBOR Successor Rate shall replacement rate will be applied in a manner as otherwise reasonably determined 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 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 deemed to have converted such request into a request for a Borrowing of U.S. Base Rate Loans (subject to the 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 AgreementBoard. In connection with the selection and implementation of a LIBOR Successor Rateany 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 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 right to make LIBOR Successor Rate Conforming Changes from time to time andsame value as, notwithstanding anything to or be economically equivalent to, LIBOR. The Administrative Agent’s and Lender’s internal records of applicable interest rates shall be determinative in the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent absence of any other party to this Agreementmanifest error.

LIBOR Unavailability. Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentsRelated Document, if the Agent Initial Liquidity Facility Provider 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) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis basis, and such circumstances are unlikely to be temporary; or, (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority governmental authority having jurisdiction over the Agent Initial Liquidity Facility Provider 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 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”); loan or (iii) syndicated loans similar credit agreements currently being executed, or that include language similar to that contained in this Section 3.1.5Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, thenthen the Initial Liquidity Facility Provider shall so notify the Borrower and the Administrative Agent, reasonably promptly after such determination by and the Agent or receipt by the Agent of such notice, as applicableInitial Liquidity Facility Provider, the Administrative Agent and the Borrowers Borrower may amend this Agreement to (a) replace LIBOR with (x) one or more SOFR-Based Rates or (y) another an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) agreed among the Initial Liquidity Facility Provider, the Administrative Agent and the Borrower, giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities agreements 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 agreed replacement rate, a “LIBOR Successor Rate”), and any provided that 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 provide that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; 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 that to 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 deemed to have converted such request into a request for a Borrowing of U.S. Base Rate Loans (subject to the 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 not be less than zero for purposes of this Agreement. In connection with the implementation of a LIBOR Successor Rate, the Agent will have the right to make and (b) incorporate LIBOR Successor Rate Conforming Changes from time to time andagreed among the Initial Liquidity Facility Provider, notwithstanding anything the Administrative Agent and the Borrower. The Borrower shall provide prior written notice to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent Rating Agencies of any other party amendment to this AgreementAgreement pursuant to this Section 3.08. [**] = Portions of this exhibit have 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 Securities and Exchange Commission.