Common use of Successor LMIR Clause in Contracts

Successor LMIR. (a) If Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (i) the circumstances set forth in Section 2.6 have arisen and are unlikely to be temporary, or (ii) the circumstances set forth in Section 2.6 have not arisen but the applicable supervisor or administrator (if any) of LMIR or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying the specific date after which LMIR shall no longer be used for determining interest rates for loans (such specific date identified, the “LIBOR Termination Date”), then Administrative Agent and Seller shall seek to jointly agree upon a replacement index for LMIR and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest based on the replacement index will be substantially equivalent to the all-in interest based on LMIR in effect prior to its replacement. (b) Administrative Agent and 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 commercially reasonable discretion of Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents (including, without limitation, Section 13.1 hereof), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (New York City time) on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Purchaser Agents, unless Administrative Agent receives, on or before such tenth (10th) Business Day, a written notice from the Required Purchasers stating that the Required Purchasers 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 LMIR to a replacement index-based rate, and (ii) may also reflect adjustments to account for (A) the effects of the transition from LMIR to the replacement index and (B) yield or risk-based differences between LMIR and the replacement index. (d) Until an amendment reflecting a new replacement index in accordance with this Section 2.7 is effective, each portion of the Asset Interest accruing interest with reference to LMIR will continue to bear interest with reference to LMIR; provided however, that if Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that the LIBOR Termination Date has occurred, then following the LIBOR Termination Date, each portion of the Asset Interest that would otherwise accrue interest with reference to LMIR shall automatically begin accruing interest 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 LMIR. (a) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (i) (A) the circumstances set forth in Section 2.6 5.04 have arisen and are unlikely to be temporary, or (iiB) the circumstances set forth in Section 2.6 5.04 have not arisen but the applicable supervisor or administrator (if any) of the interest rate used to calculate LMIR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which the interest rate used to calculate LMIR shall no longer be used for determining interest rates for loans (either such specific date identifieddate, the a “LIBOR LMIR Termination Date”), or (ii) a rate other than the interest rate used to calculate LMIR has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent and Seller shall seek to jointly agree upon may (in consultation with the Borrower) choose a replacement index for LMIR and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest Interest based on the replacement index will be substantially equivalent to the all-in interest Interest based on LMIR in effect prior to its replacement. (b) In connection with an LMIR Termination Date, the Administrative Agent and Seller the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the commercially reasonable discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents (including, without limitation, Section 13.1 hereof14.01), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (New York City time) time on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Purchaser Group Agents, unless the Administrative Agent receives, on or before the end of such tenth (10th) Business Day, a written notice from the Required Purchasers Majority Group Agents stating that the Required Purchasers such Majority Group 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 interest rate used to calculate LMIR to a replacement index-based rate, and (ii) may also reflect adjustments to account for (A) the effects of the transition from the interest rate used to calculate LMIR to the replacement index and (B) yield yield- or risk-based differences between the interest rate used to calculate LMIR and the replacement index. (d) Until an amendment reflecting a new replacement index in accordance with this Section 2.7 5.06 is effective, each portion Portion of the Asset Capital accruing Interest accruing interest with reference to LMIR will continue to bear interest with reference to LMIR; provided however, that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that the LIBOR a LMIR Termination Date has occurred, then following the LIBOR LMIR Termination Date, each portion Portion of the Asset Interest Capital that would otherwise accrue interest Interest with reference to LMIR shall automatically begin accruing interest Interest with reference to the Base Rate until such time as an amendment reflecting a replacement index and related matters as described above is implemented. (eh) Notwithstanding anything The second sentence of clause (h) of Section 8.01 is restated in its entirety as follows: The Borrower (or the Servicer on its behalf) shall, and shall cause each Originator to remit all Collections received in an Approved Settlement Account to a Lock-Box Account no later than the applicable Sweep Date. (i) The second sentence of clause (f) of Section 8.02 is restated in its entirety as follows: The Servicer shall, and shall cause each Originator to, remit all Collections received in an Approved Settlement Account to a Lock-Box Account no later than the applicable Sweep Date. (j) Schedule II to the contrary contained herein, if at any time the replacement index Agreement is less than zero, at such times, such index shall be deemed to be zero for purposes of this Agreementreplaced with Schedule II attached hereto.

Successor LMIR. (a) If at any time the Administrative Agent determines (which determination shall be final and conclusive, conclusive absent manifest error) that either (i) the circumstances set forth in Section 2.6 5.04(a)(i) above have arisen and such circumstances are unlikely to be temporary, temporary or (ii) the circumstances set forth in Section 2.6 5.04(a)(i) above have not arisen but either (w) the applicable supervisor for the administrator of LMIR has made a public statement that the administrator of LMIR is insolvent (and there is no successor administrator that will continue publication of LMIR), (x) the administrator of LMIR has made a public statement identifying a specific date after which LMIR will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of LMIR), (if anyy) the supervisor for the administrator of LMIR has made a public statement identifying a specific date after which LMIR will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of LMIR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying the a specific date after which LMIR shall may no longer be used for determining interest rates for loans (such specific date identified, the “LIBOR Termination Date”)loans, then the Administrative Agent and the Seller shall seek endeavor to jointly agree upon a replacement index for establish an alternate rate of interest to LMIR and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, that gives due consideration to the extent practicablethen prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, the all-in interest based on the replacement index will be substantially equivalent to the all-in interest based on LMIR in effect prior to its replacement. (b) Administrative Agent and Seller shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins such alternate rate of interest and such other related amendments changes to this Agreement as may be appropriate, in the commercially reasonable discretion of Administrative Agent, applicable (but for the implementation and administration avoidance of doubt, such related changes shall not include a reduction of the replacement index-based rateApplicable Margin); provided, that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents (including, without limitation, Section 13.1 hereof)14.01, such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. so long as the Administrative Agent shall not have received, within five (New York City time) on the tenth (10th5) Business Day after Days of the date a draft notice of the amendment such alternate rate of interest is provided to the Purchaser Agents, unless Administrative Agent receives, on or before such tenth (10th) Business DayPurchasers, a written notice from the Required Majority Purchasers or the Seller stating that such Majority Purchasers or the Required Purchasers Seller 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 . Until an alternate rate of interest for newly originated loans in the United States and loans converted from a rate based on LMIR to a replacement index-based rate, and (ii) may also reflect adjustments to account for (A) the effects of the transition from LMIR to the replacement index and (B) yield or risk-based differences between LMIR and the replacement index. (d) Until an amendment reflecting a new replacement index shall be determined in accordance with this Section 2.7 is effective5.06 (but, each portion in the case of the Asset Interest accruing interest with reference circumstances described in clause (ii) of this Section 5.06, only to the extent LMIR will continue to bear interest with reference to LMIR; provided howeveris not available or published at such time on a current basis), that if Administrative Agent determines (all Portions of Capital for which determination shall be final and conclusive, absent manifest error) that the LIBOR Termination Date has occurred, then following the LIBOR Termination Date, each portion of the Asset Interest that Yield would otherwise accrue interest be determined with reference to LMIR shall automatically begin accruing interest with reference accrue Yield at a Yield Rate equal to the sum of the Alternative Base Rate until such time as an amendment reflecting a replacement index and related matters as described above is implementedplus the Applicable Margin. (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 LMIR. (a) If Administrative Agent the Administrator determines (which determination shall be final and conclusive, absent manifest error) that either (i) (A) the circumstances set forth in Section 2.6 1.9 have arisen and are unlikely to be temporary, or (iiB) the circumstances set forth in Section 2.6 1.9 have not arisen but the applicable supervisor or administrator (if any) of LMIR or a Governmental Authority having jurisdiction over Administrative Agent the Administrator has made a public statement identifying the specific date after which LMIR shall no longer be used for determining interest rates for loans (either such specific date identifieddate, the a “LIBOR LMIR Termination Date”), or (ii) a rate other than LMIR has become a widely recognized benchmark rate for newly originated loans in dollars in the U.S. market, then Administrative Agent and Seller shall seek to jointly agree upon the Administrator may (in consultation with the Seller) choose a replacement index for LMIR and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest Discount based on the replacement index will be substantially equivalent to the all-in interest Discount based on LMIR in effect prior to its replacement. (b) Administrative Agent 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 commercially reasonable discretion of Administrative Agentthe Administrator, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents (including, without limitation, Section 13.1 hereof5.1), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (New York City time) time on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Purchaser AgentsPurchasers, unless Administrative Agent the Administrator receives, on or before such tenth (10th) Business Day, a written notice from the Required Purchasers Majority Purchaser Agents stating that the Required Purchasers 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 LMIR to a replacement index-based rate, and (ii) may also reflect adjustments to account for (A) the effects of the transition from LMIR to the replacement index and (B) yield yield- or risk-based differences between LMIR and the replacement index. (d) Until an amendment reflecting a new replacement index in accordance with this Section 2.7 1.23 is effective, each portion any Portion of the Asset Interest accruing interest with Capital for which Discount is determined by reference to LMIR will continue to bear interest accrue Discount with reference to LMIR; , provided however, that if Administrative Agent the Administrator determines (which determination shall be final and conclusive, absent manifest error) that the LIBOR a LMIR Termination Date has occurred, then following the LIBOR LMIR Termination Date, each portion all Portions of the Asset Interest that Capital for which Discount would otherwise accrue interest be determined with reference to LMIR shall automatically begin accruing interest 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 LMIR. (a) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (i) (A) the circumstances set forth in Section 2.6 5.04 have arisen and are unlikely to be temporary, or (iiB) the circumstances set forth in Section 2.6 5.04 have not arisen but the applicable supervisor or administrator (if any) of LMIR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying the specific date (the “LIBOR Notified Termination Date”) after which LMIR shall no longer be used for determining interest rates for loans, or (ii) a rate other than LMIR has become a widely recognized benchmark rate for newly originated loans (such specific date identified, in Dollars in the “LIBOR Termination Date”)U.S. market, then the Administrative Agent and Seller shall seek to jointly agree upon may (in consultation with the Borrower) choose a replacement index for LMIR and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest Interest based on the replacement index will be substantially equivalent to the all-in interest Interest based on LMIR in effect prior to its replacement. (b) The Administrative Agent and Seller the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the commercially reasonable discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents (including, without limitation, Section 13.1 hereof14.01), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (New York City time) time on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Purchaser Group Agents, unless the Administrative Agent receives, on or before such tenth (10th) Business Day, a written notice from the Required Purchasers Majority Group Agents stating that the Required Purchasers such Majority Group 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 LMIR to a replacement index-based rate, and (ii) may also reflect adjustments to account for (A) the effects of the transition from LMIR to the replacement index and (B) yield yield- or risk-based differences between LMIR and the replacement index. (d) Until an amendment reflecting a new replacement index in accordance with this Section 2.7 5.06 is effective, each portion Portion of the Asset Capital accruing Interest accruing interest with reference to LMIR will continue to bear interest with reference to LMIR, as applicable; provided however, that if the Administrative Agent (i) determines on any date (which determination shall be final and conclusive, absent manifest error) that the circumstances set forth in Section 5.04 have arisen and are unlikely to be temporary, or (ii) the LIBOR Notified Termination Date has occurred, then following the LIBOR Termination Datesuch date, each portion Portion of the Asset Interest Capital that would otherwise accrue interest Interest with reference to LMIR shall automatically begin accruing interest Interest 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.” (k) Section 7.01 of the Receivables Financing Agreement is amended by adding the following new clause (aa) immediately following the existing clause (z) thereof and, in connection therewith, the existing clause (aa) shall be renumbered as clause (bb):

Successor LMIR. (a) If the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that either (i) (A) the circumstances set forth in Section 2.6 5.04 have arisen and are unlikely to be temporary, or (iiB) the circumstances set forth in Section 2.6 5.04 have not arisen but the applicable supervisor or administrator (if any) of LMIR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying the specific date after which LMIR shall no longer be used for determining interest rates for loans (either such specific date identifieddate, the a “LIBOR Termination Date”), or (ii) a rate other than LMIR has become a widely recognized benchmark rate for newly originated loans in U.S. Dollars in the U.S. market, then the Administrative Agent and Seller shall seek to jointly agree upon may (with the prior written consent of the Seller) choose a replacement index for LMIR LMIR, and make adjustments to applicable margins and related amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest Yield based on the replacement index will be substantially equivalent to the all-in interest Yield based on LMIR in effect prior to its replacement. (b) The Administrative Agent 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 commercially reasonable discretion of the Administrative AgentAgent and the Seller, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents (including, without limitation, Section 13.1 hereof14.01), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (New York City time) time on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Purchaser AgentsPurchasers, unless the Administrative Agent receives, on or before such tenth (10th) Business Day, a written notice from the Required Purchasers Majority Group Agents stating that the Required Purchasers such Majority Group 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 LMIR to a replacement index-based rate, and (ii) may also reflect adjustments to account for (A) the effects of the transition from LMIR to the replacement index and (B) yield yield- or risk-based differences between LMIR and the replacement index. (d) Until an amendment reflecting a new replacement index in accordance with this Section 2.7 5.06 is effective, each portion Portion of the Asset Interest Capital accruing interest Yield with reference to LMIR will continue to bear interest accrue Yield with reference to LMIR; provided however, that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that the a LIBOR Termination Date has occurred, then following the LIBOR Termination Date, each portion Portion of the Asset Interest Capital that would otherwise accrue interest Yield with reference to LMIR shall automatically begin accruing interest Yield 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, (i) 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 AgreementAgreement and (ii) the “LC Participation Fee” (as defined in the applicable Fee Letter) shall not be amended solely in connection with selecting any replacement index in accordance with this Section 5.06.