Common use of Successor Euro-Rate or LMIR Index Clause in Contracts

Successor Euro-Rate or LMIR Index. (a) Notwithstanding anything to the contrary herein or in any other Transaction Document, if the Administrator determines that a Benchmark Transition Event or an Early Opt-in Event has occurred with respect to Euro-Rate or LMIR, the Administrator and the Seller may amend this Agreement to replace Euro-Rate or LMIR, as applicable, with a Benchmark Replacement; and any such amendment will become effective at 5:00 p.m. New York City time on the fifth (5th) Business Day after the Administrator has provided such proposed amendment to all Purchasers, so long as the Administrator has not received, by such time, written notice of objection to such amendment from Purchaser Agents compromising the Majority Purchaser Agents. Until the Benchmark Replacement with respect to Euro-Rate or LMIR, as applicable, is effective, each advance, conversion and renewal of any Portion of Capital accruing Discount by reference to Euro-Rate or LMIR, as applicable, will continue to accrue Discount with reference to Euro-Rate or LMIR (as the case may be); provided, however, that during a Benchmark Unavailability Period (i) any pending selection of, -20- conversion to or renewal of any Portion of Capital accruing Discount by reference to Euro-Rate or LMIR that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of the Base Rate with respect to such Portion of Capital, and such Portion of Capital accruing Discount by reference to the Base Rate (rather than by reference to Euro-Rate or LMIR), (ii) all outstanding Capital accruing Discount by reference to Euro-Rate or LMIR shall automatically be converted to accrue discount by reference to the Base Rate at the expiration of the existing Settlement Period (or sooner, if Administrator cannot continue to lawfully maintain such affected Portion of Capital accruing Discount by reference to Euro-Rate or LMIR, as applicable) and (iii) the component of the Base Rate based upon LMIR will not be used in any determination of the Base Rate. (b) In connection with the implementation of a Benchmark Replacement, the Administrator will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (c) The Administrator will promptly notify the Seller and the Purchasers of (i) the implementation of any Benchmark Replacement, (ii) the effectiveness of any Benchmark Replacement Conforming Changes and (iii) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrator or the Purchasers pursuant to this Section 1.13 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 1.13. (d) As used in this Section 1.13:

Successor Euro-Rate or LMIR Index. (a) Notwithstanding anything to the contrary herein or in any other Transaction Document, if If the Administrator determines (which determination shall be final and conclusive, absent manifest error) that a Benchmark Transition Event either (i) (A) the circumstances set forth in Section 1.11 have arisen and are unlikely to be temporary, or an Early Opt-(B) the circumstances set forth in Event has occurred with respect to Section 1.11 have not arisen but the applicable supervisor or administrator (if any) of the Euro-Rate or LMIR, LMIR or a Governmental Authority having jurisdiction over the Administrator and has made a public statement identifying the Seller specific date after which the Euro-Rate or LMIR shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than the Euro-Rate or LMIR has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrator may amend this Agreement to replace (with the prior consent of the Seller) choose a replacement index for the Euro-Rate or LMIR, as applicable, with a Benchmark Replacement; and any make adjustments to applicable margins and related amendments to this Agreement as agreed to by the Seller as referred to below such amendment will become effective at 5:00 p.m. New York City time that, to the extent practicable, the all-in Discount based on the fifth (5th) Business Day after replacement index will be substantially equivalent to the Administrator has provided such proposed amendment to all Purchasers, so long as all-in Discount based on the Administrator has not received, by such time, written notice of objection to such amendment from Purchaser Agents compromising the Majority Purchaser Agents. Until the Benchmark Replacement with respect to Euro-Rate or LMIR, as applicable, is effective, each advance, conversion and renewal of any Portion of Capital accruing Discount by reference in effect prior to Euro-Rate or LMIR, as applicable, will continue to accrue Discount with reference to Euro-Rate or LMIR (as the case may be); provided, however, that during a Benchmark Unavailability Period (i) any pending selection of, -20- conversion to or renewal of any Portion of Capital accruing Discount by reference to Euro-Rate or LMIR that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of the Base Rate with respect to such Portion of Capital, and such Portion of Capital accruing Discount by reference to the Base Rate (rather than by reference to Euro-Rate or LMIR), (ii) all outstanding Capital accruing Discount by reference to Euro-Rate or LMIR shall automatically be converted to accrue discount by reference to the Base Rate at the expiration of the existing Settlement Period (or sooner, if Administrator cannot continue to lawfully maintain such affected Portion of Capital accruing Discount by reference to Euro-Rate or LMIR, as applicable) and (iii) the component of the Base Rate based upon LMIR will not be used in any determination of the Base Rateits replacement. (b) In connection with The Administrator and the Seller shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, as agreed to by the Administrator and the Seller, for the implementation and administration of a Benchmark Replacement, the Administrator will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding replacement index-based rate. Notwithstanding anything to the contrary herein in this Agreement or in any the other Transaction DocumentDocuments (including, any amendments implementing without limitation, Section 6.1), such Benchmark Replacement Conforming Changes will amendment shall become effective without any further action or consent of any other party to this AgreementAgreement (other than the Administrator and the Seller) at 5:00 p.m. New York City time on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Purchaser Agents, unless the Administrator receives, on or before such tenth (10th) Business Day, a written notice from the Majority Purchaser Agents stating that such Majority Purchaser Agents object to such amendment. (c) The Administrator will promptly notify Selection of the Seller replacement index, adjustments to the applicable margins, and the Purchasers of amendments to this Agreement (i) will be determined with due consideration to the implementation then-current market practices for determining and implementing a rate of any Benchmark Replacementinterest for newly originated loans in the United States and loans converted from a rate based on the Euro-Rate or LMIR, as applicable, to a replacement index-based rate, and (ii) may also reflect adjustments to account for (A) the effectiveness effects of any Benchmark Replacement Conforming Changes the transition from the Euro-Rate or LMIR, as applicable, to the replacement index and (iiiB) yield- or risk-based differences between the commencement of any Benchmark Unavailability Period. Any determination, decision Euro-Rate or election that may be made by the Administrator or the Purchasers pursuant to this Section 1.13 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each caseLMIR, as expressly required pursuant to this Section 1.13applicable, and the replacement index. (d) As used Until an amendment reflecting a new replacement index in accordance with this Section 1.13:1.25 is effective, any Portion of Capital for which Discount is determined by reference to the Euro-Rate or LMIR will continue to accrue Discount with reference to the Euro-Rate or LMIR, as applicable, provided however, that if the Administrator determines (which determination shall be final and conclusive, absent manifest error) that a LIBOR Termination Date has occurred, then following the LIBOR Termination Date, all Portions of Capital for which Discount would otherwise be determined with reference to the Euro-Rate or LMIR, as applicable, shall automatically begin accruing Discount with reference to the Base Rate until such time as an amendment reflecting a replacement index and related matters as described above is implemented. (e) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement.

Successor Euro-Rate or LMIR Index. (a) Notwithstanding anything to the contrary herein or in any other Transaction Document, if If the Administrator determines (which determination shall be final and conclusive, absent manifest error) that a Benchmark Transition Event either (i) (A) the circumstances set forth in Section 1.11 have arisen and are unlikely to be temporary, or an Early Opt-(B) the circumstances set forth in Event has occurred with respect to Section 1.11 have not arisen but the applicable supervisor or administrator (if any) of the Euro-Rate or LMIR, LMIR or a Governmental Authority having jurisdiction over the Administrator and has made a public statement identifying the Seller specific date after which the Euro-Rate or LMIR shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than the Euro-Rate or LMIR has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrator may amend this Agreement to replace (with the prior consent of the Seller) choose a replacement index for the Euro-Rate or LMIR, as applicable, with a Benchmark Replacement; and any make adjustments to applicable margins and related amendments to this Agreement as agreed to by the Seller as referred to below such amendment will become effective at 5:00 p.m. New York City time that, to the extent practicable, the all-in Discount based on the fifth (5th) Business Day after replacement index will be substantially equivalent to the Administrator has provided such proposed amendment to all Purchasers, so long as all-in Discount based on the Administrator has not received, by such time, written notice of objection to such amendment from Purchaser Agents compromising the Majority Purchaser Agents. Until the Benchmark Replacement with respect to Euro-Rate or LMIR, as applicable, is effective, each advance, conversion and renewal of any Portion of Capital accruing Discount by reference in effect prior to Euro-Rate or LMIR, as applicable, will continue to accrue Discount with reference to Euro-Rate or LMIR (as the case may be); provided, however, that during a Benchmark Unavailability Period (i) any pending selection of, -20- conversion to or renewal of any Portion of Capital accruing Discount by reference to Euro-Rate or LMIR that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of the Base Rate with respect to such Portion of Capital, and such Portion of Capital accruing Discount by reference to the Base Rate (rather than by reference to Euro-Rate or LMIR), (ii) all outstanding Capital accruing Discount by reference to Euro-Rate or LMIR shall automatically be converted to accrue discount by reference to the Base Rate at the expiration of the existing Settlement Period (or sooner, if Administrator cannot continue to lawfully maintain such affected Portion of Capital accruing Discount by reference to Euro-Rate or LMIR, as applicable) and (iii) the component of the Base Rate based upon LMIR will not be used in any determination of the Base Rateits replacement. (b) In connection with The Administrator and the Seller shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, as agreed to by the Administrator and the Seller, for the implementation and administration of a Benchmark Replacement, the Administrator will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding replacement index-based rate. Notwithstanding anything to the contrary herein in this Agreement or in any the other Transaction DocumentDocuments (including, any amendments implementing without limitation, Section 6.1), such Benchmark Replacement Conforming Changes will amendment shall become effective without any further action or consent of any other party to this Agreement (other than the Administrator and the Seller) at 5:00 p.m. New York City time on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Purchaser Agents, unless the Administrator receives, on or before such tenth (10th) Business Day, a written notice from the Majority Purchaser Agents stating that such Majority Purchaser Agents object to such amendment. (c) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a rate based on the Euro-Rate or LMIR, as applicable, to a replacement index-based rate, and (ii) may also reflect adjustments to account for (A) the effects of the transition from the Euro-Rate or LMIR, as applicable, to the replacement index and (B) yield- or risk-based differences between the Euro-Rate or LMIR, as applicable, and the replacement index. (d) Until an amendment reflecting a new replacement index in accordance with this Section 1.25 is effective, any Portion of Capital for which Discount is determined by reference to the Euro-Rate or LMIR will continue to accrue Discount with reference to the Euro-Rate or LMIR, as applicable, provided however, that if the Administrator determines (which determination shall be final and conclusive, absent manifest error) that a LIBOR Termination Date has occurred, then following the LIBOR Termination Date, all Portions of Capital for which Discount would otherwise be determined with reference to the Euro-Rate or LMIR, as applicable, shall automatically begin accruing Discount with reference to the Base Rate until such time as an amendment reflecting a replacement index and related matters as described above is implemented. (e) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement. (cb) The Administrator will promptly notify definition of “Facility Termination Date” set forth in Exhibit I to the Seller Receivables Purchase Agreement is hereby amended by deleting the date “January 23, 2020” where it appears therein and substituting the Purchasers of (i) the implementation of any Benchmark Replacementdate “May 24, (ii) the effectiveness of any Benchmark Replacement Conforming Changes and (iii) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrator or the Purchasers pursuant to this Section 1.13 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 1.132021” therefor. (d) As used in this Section 1.13:

Successor Euro-Rate or LMIR Index. (a) Notwithstanding anything to the contrary herein or in any other Transaction Document, if If the Administrator determines (which determination shall be final and conclusive, absent manifest error) that a Benchmark Transition Event either (i) (A) the circumstances set forth in Section 1.10 have arisen and are unlikely to be temporary, or an Early Opt-(B) the circumstances set forth in Event has occurred with respect to Section 1.10 have not arisen but the applicable supervisor or administrator (if any) of the Euro-Rate or LMIR, LMIR or a Governmental Authority having jurisdiction over the Administrator and has made a public statement identifying the specific date after which the Euro-Rate or LMIR shall no longer be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than the Euro-Rate or LMIR has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrator may (in consultation with the Seller may amend this Agreement to replace and Purchaser Agents) choose a replacement index for the Euro-Rate or LMIR, as applicable, with a Benchmark Replacement; and any make adjustments to applicable margins and related amendments to this Agreement as referred to below such amendment will become effective at 5:00 p.m. New York City time that, to the extent practicable, the Discount based on the fifth (5th) Business Day after replacement index will be substantially equivalent to the Administrator has provided such proposed amendment to all Purchasers, so long as Discount based on the Administrator has not received, by such time, written notice of objection to such amendment from Purchaser Agents compromising the Majority Purchaser Agents. Until the Benchmark Replacement with respect to Euro-Rate or LMIR, as applicable, is effective, each advance, conversion and renewal of any Portion of Capital accruing Discount by reference in effect prior to Euro-Rate or LMIR, as applicable, will continue to accrue Discount with reference to Euro-Rate or LMIR (as the case may be); provided, however, that during a Benchmark Unavailability Period (i) any pending selection of, -20- conversion to or renewal of any Portion of Capital accruing Discount by reference to Euro-Rate or LMIR that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of the Base Rate with respect to such Portion of Capital, and such Portion of Capital accruing Discount by reference to the Base Rate (rather than by reference to Euro-Rate or LMIR), (ii) all outstanding Capital accruing Discount by reference to Euro-Rate or LMIR shall automatically be converted to accrue discount by reference to the Base Rate at the expiration of the existing Settlement Period (or sooner, if Administrator cannot continue to lawfully maintain such affected Portion of Capital accruing Discount by reference to Euro-Rate or LMIR, as applicable) and (iii) the component of the Base Rate based upon LMIR will not be used in any determination of the Base Rateits replacement. (b) In connection with The Administrator and the Seller shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrator, for the implementation and administration of a Benchmark Replacement, the Administrator will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding replacement index-based rate. Notwithstanding anything to the contrary herein in this Agreement or in any the other Transaction DocumentDocuments (including, any amendments implementing without limitation, Section 6.1), such Benchmark Replacement Conforming Changes will amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. New York City time on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Group Agents, unless the Administrator receives, on or before such tenth (10th) Business Day, a written notice from the Majority Purchaser Agents stating that such Majority Purchaser Agents object to such amendment. (c) Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States and loans converted from a rate based on the Euro-Rate or LMIR, as applicable, to a replacement index-based rate, and (ii) may also reflect adjustments to account for (A) the effects of the transition from the Euro-Rate or LMIR, as applicable, to the replacement index and (B) yield- or risk-based differences between the Euro-Rate or LMIR, as applicable, and the replacement index (d) Until an amendment reflecting a new replacement index in accordance with this Section 1.13 is effective, any Portion of Capital for which Discount is determined by reference to the Euro-Rate or LMIR will continue to accrue Discount with reference to the Euro-Rate or LMIR, as applicable, provided, however, that if the Administrator determines (which determination shall be final and conclusive, absent manifest error) that a LIBOR Termination Date has occurred, then following the LIBOR Termination Date, all Portions of Capital for which Discount would otherwise be determined with reference to the Euro-Rate or LMIR, as applicable, shall automatically begin accruing Discount with reference to the Base Rate until such time as an amendment reflecting a replacement index and related matters as described above is implemented. (e) Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreement. (c) The Administrator will promptly notify following new defined term and definition thereof is hereby added to Exhibit I to the Seller and the Purchasers of (i) the implementation of any Benchmark Replacement, (ii) the effectiveness of any Benchmark Replacement Conforming Changes and (iii) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrator or the Purchasers pursuant to this Section 1.13 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made Receivables Purchase Agreement in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 1.13. (d) As used in this Section 1.13appropriate alphabetical order: