Common use of Alternate Rate Clause in Contracts

Alternate Rate. (a) Notwithstanding any provision of any Operative Document to the contrary (including, without limitation, the Issuer Indemnity Agreement), if any Guaranteed Lender (or the Calculation Agent on its behalf) shall provide notice to the Issuer pursuant to Section 6.3 of the Issuer Indemnity Agreement with respect to a potential Alternate Rate Claim in respect of an Interest Period for a Bank Note (the “Affected Interest Period”), then such Guaranteed Lender (an “Affected Lender”) (or the Calculation Agent on its behalf) may (but shall not be obliged to) promptly (and in any event by 3:00 p.m. (Washington, D.C. time) on the Quotation Date for such Affected Interest Period) provide notice thereof to the Security Trustee and Ex-Im Bank. Concurrently therewith, such Affected Lender shall provide to Ex-Im Bank and Lessee a certificate (an “Alternate Rate Certificate”) from a duly authorized officer of such Affected Lender (i) certifying the Alternate Rate for such Affected Interest Period and (ii) containing a representation that (A) in the case of a certification made pursuant to Section 6.3.1(a)(ii) or 6.3.1(b) of the Issuer Indemnity Agreement (1) LIBOR does not fairly and accurately reflect the cost to such Guaranteed Lender of maintaining or funding its portion of such Guaranteed Loan for such Affected Interest Period, (2) the determination of such Alternate Rate has been made in good faith and on a nondiscriminating basis and (3) such Affected Lender’s cost of funds included in such Alternate Rate (x) does not include any amount or costs not associated with the actual funding of its portion of a Bank Note for such Affected Interest Period and (y) is no more than its actual costs for the sourcing of funds in an amount equal to its portion of a Bank Note for a period equal to such Affected Interest Period and determined on the relevant Quotation Date or (B) in the case of a certification provided pursuant to Section 6.3.1(a)(i) of the Issuer Indemnity Agreement, (1) on the Quotation Date for the Affected Interest Period, (x) no offered rate for LIBOR appeared on Reuters Screen LIBOR01 Page (or any replacement page) and (y) not more than one of the Reference Banks was able to provide a quotation to the Calculation Agent of an offered quotation for United States dollar deposits for a period equal to such Affected Interest Period to prime banks in the London interbank market, (2) as to the Prior LIBOR Rate for such Affected Interest Period and (3) the determination of such Alternate Rate has been made in good faith, (4) such Affected Lender’s cost of funds included in such Alternate Rate (x) does not include any amount or costs not associated with the actual funding of its portion of the Bank Note for such Affected Interest Period and (y) is no more than its actual costs for the sourcing of funds in an amount equal to the portion of a Bank Note purchased by such Affected Lender for a period equal to such Affected Interest Period and determined on the relevant Quotation Date.

Alternate Rate. (a) Notwithstanding any provision of any Operative Document to the contrary (including, without limitation, the Issuer Indemnity Agreement)other provisions herein, if any Guaranteed Lender (requirement of law, regulation, order or decree or any change therein or in the Calculation Agent interpretation or application thereof shall make it unlawful for Lessor to make or maintain or supply the Equity Investment at a rate based on its behalf) shall provide notice the LIBOR Rate as contemplated by the Operative Documents, then the Equity Investment outstanding, if any, shall, if and when required by such law, be converted automatically to bear interest at a rate reasonably comparable to the Issuer applicable LIBOR Rate, plus the Applicable Margin or other applicable amount pursuant hereto or, if such rate is not available, at the Alternative Rate. If any such conversion of the interest or yield rate applicable to the Equity Investment is made on a day which is not the end of a Rent Period, Lessee shall pay, on a pro rata basis, to Lessor on such conversion date interest at the related LIBOR Rate, plus the Applicable Margin or other applicable amount pursuant hereto on the outstanding principal amount of the Equity Investment to the date of such automatic conversion and, upon the request of Lessor, shall pay to Lessor such other amount or amounts as may be necessary to compensate such party for any loss or expense which such party deems to be material and which has been sustained or incurred by such party as a result of such conversion. A certificate as to any additional amounts payable pursuant to Section 6.3 the foregoing sentence submitted by a Lessor to Lessee shall be conclusive absent manifest error. As soon as practicable, Lessor shall notify Lessee of any event of which it has knowledge occurring after the date of this Agreement, which will cause or is likely to cause a conversion of the Issuer Indemnity Agreement with respect to a potential Alternate Rate Claim in respect of an Interest Period for a Bank Note (the “Affected Interest Period”), then such Guaranteed Lender (an “Affected Lender”) (interest or the Calculation Agent on its behalf) may (but shall not be obliged to) promptly (and in any event by 3:00 p.m. (Washington, D.C. time) on the Quotation Date for such Affected Interest Period) provide notice thereof yield rate applicable to the Security Trustee Equity Investment pursuant to this Section 7.5, and Ex-Im Bank. Concurrently therewithLessor shall designate a different funding office or take such other action to avoid the need for, or to reduce the amount of compensation related to, such Affected Lender shall provide conversion of the interest or yield rate applicable to Ex-Im Bank and Lessee a certificate (an “Alternate Rate Certificate”) from a duly authorized officer of such Affected Lender (i) certifying the Alternate Rate for such Affected Interest Period and (ii) containing a representation that (A) Purchase Amounts which would not, in the case sole opinion of a certification made pursuant to Section 6.3.1(a)(ii) or 6.3.1(b) of the Issuer Indemnity Agreement (1) LIBOR does not fairly and accurately reflect the cost to such Guaranteed Lender of maintaining or funding its portion of such Guaranteed Loan for such Affected Interest PeriodLessor, (2) the determination of such Alternate Rate has been made in good faith and on a nondiscriminating basis and (3) such Affected Lender’s cost of funds included in such Alternate Rate (x) does not include any amount or costs not associated with the actual funding of its portion of a Bank Note for such Affected Interest Period and (y) is no more than its actual costs for the sourcing of funds in an amount equal to its portion of a Bank Note for a period equal to such Affected Interest Period and determined on the relevant Quotation Date or (B) in the case of a certification provided pursuant to Section 6.3.1(a)(i) of the Issuer Indemnity Agreement, (1) on the Quotation Date for the Affected Interest Period, (x) no offered rate for LIBOR appeared on Reuters Screen LIBOR01 Page (or any replacement page) and (y) not more than one of the Reference Banks was able to provide a quotation be otherwise disadvantageous to the Calculation Agent of an offered quotation for United States dollar deposits for a period equal to such Affected Interest Period to prime banks in the London interbank market, (2) as to the Prior LIBOR Rate for such Affected Interest Period and (3) the determination of such Alternate Rate has been made in good faith, (4) such Affected Lender’s cost of funds included in such Alternate Rate (x) does not include any amount or costs not associated with the actual funding of its portion of the Bank Note for such Affected Interest Period and (y) is no more than its actual costs for the sourcing of funds in an amount equal to the portion of a Bank Note purchased by such Affected Lender for a period equal to such Affected Interest Period and determined on the relevant Quotation DateLessor.

Alternate Rate. (a) Notwithstanding any provision of any Operative Document to the contrary (including, without limitation, the Issuer Indemnity Agreement)other provisions herein, if any Guaranteed Lender (requirement of law, regulation, order or decree or any change therein or in the interpretation or application thereof shall make it unlawful for Lessor or Lenders to make or maintain or supply the Equity Investment or the Calculation Agent Loan respectively, at a rate based on its behalf) shall provide notice the LIBOR Rate as contemplated by the Operative Documents, then the Loans and Equity Investment outstanding, if any, shall, if and when required by such law, be converted automatically to bear interest at a rate reasonably comparable to the Issuer applicable LIBOR Rate, plus the Applicable Margin or other applicable amount pursuant hereto or, if such rate is not available, at the Alternative Rate. If any such conversion of the interest or yield rate applicable to the Loans and Equity Investment is made on a day which is not the end of a Rent Period, Lessee shall pay, on a pro rata basis, to Lessor and each of the Lenders, as applicable, on such conversion date interest at the related LIBOR Rate, plus the Applicable Margin or other applicable amount pursuant hereto on the outstanding principal amount of the Loan and the Equity Investment to the date of such automatic conversion and, upon the request of Lessor or any Lender, shall pay to Lessor or such Lender such other amount or amounts as may be necessary to compensate such party for any loss or expense which such party deems to be material and which has been sustained or incurred by such party as a result of such conversion. A certificate as to any additional amounts payable pursuant to Section 6.3 the foregoing sentence submitted by a Lessor or any Lender to Guarantor shall be conclusive absent manifest error. As soon as practicable, each of the Issuer Indemnity Agreement with respect Lenders and Lessor shall notify Guarantor of any event of which it has knowledge occurring after the date of this Agreement, which will cause or is likely to cause a potential Alternate Rate Claim in respect conversion of an Interest Period for a Bank Note (the “Affected Interest Period”), then such Guaranteed Lender (an “Affected Lender”) (interest or yield rate applicable to the Loan or the Calculation Agent on its behalf) may (but Equity Investment, as applicable, pursuant to this Section 7.5, and each of the Lenders or such Funding Party shall not be obliged designate a different funding office or take such other action to avoid the need for, or to reduce the amount of compensation related to) promptly (and in any event by 3:00 p.m. (Washington, D.C. time) on the Quotation Date for such Affected Interest Period) provide notice thereof to the Security Trustee and Ex-Im Bank. Concurrently therewith, such Affected Lender shall provide conversion of the interest or yield rate applicable to Ex-Im Bank and Lessee a certificate (an “Alternate Rate Certificate”) from a duly authorized officer of such Affected Lender (i) certifying the Alternate Rate for such Affected Interest Period and (ii) containing a representation that (A) Purchase Amounts which would not, in the case sole opinion of a certification made pursuant Lender or Lessor, be otherwise disadvantageous to Section 6.3.1(a)(ii) or 6.3.1(b) each of the Issuer Indemnity Agreement (1) LIBOR does not fairly and accurately reflect Lenders or the cost to such Guaranteed Lender of maintaining or funding its portion of such Guaranteed Loan for such Affected Interest Period, (2) the determination of such Alternate Rate has been made in good faith and on a nondiscriminating basis and (3) such Affected Lender’s cost of funds included in such Alternate Rate (x) does not include any amount or costs not associated with the actual funding of its portion of a Bank Note for such Affected Interest Period and (y) is no more than its actual costs for the sourcing of funds in an amount equal to its portion of a Bank Note for a period equal to such Affected Interest Period and determined on the relevant Quotation Date or (B) in the case of a certification provided pursuant to Section 6.3.1(a)(i) of the Issuer Indemnity Agreement, (1) on the Quotation Date for the Affected Interest Period, (x) no offered rate for LIBOR appeared on Reuters Screen LIBOR01 Page (or any replacement page) and (y) not more than one of the Reference Banks was able to provide a quotation to the Calculation Agent of an offered quotation for United States dollar deposits for a period equal to such Affected Interest Period to prime banks in the London interbank market, (2) as to the Prior LIBOR Rate for such Affected Interest Period and (3) the determination of such Alternate Rate has been made in good faith, (4) such Affected Lender’s cost of funds included in such Alternate Rate (x) does not include any amount or costs not associated with the actual funding of its portion of the Bank Note for such Affected Interest Period and (y) is no more than its actual costs for the sourcing of funds in an amount equal to the portion of a Bank Note purchased by such Affected Lender for a period equal to such Affected Interest Period and determined on the relevant Quotation DateFunding Parties.

Alternate Rate. (a) Notwithstanding any provision of any Operative Document to the contrary (including, without limitation, the Issuer Indemnity Agreement)other provisions herein, if any Guaranteed Lender (requirement of law, regulation, order or decree or any change therein or in the Calculation Agent interpretation or application thereof shall make it unlawful for the Funding Parties to make or maintain or supply funds for Funded Amounts available at a rate based on its behalf) the LIBOR Rate as contemplated by the Operative Documents, the Commitments of the Funding Parties hereunder and under the other Operative Documents to make Funded Amounts at a rate based on the LIBOR Rate shall provide notice forthwith be canceled and the Funded Amounts then outstanding, if any, shall, if and when required by such law, be converted automatically to bear interest at a rate reasonably comparable to the Issuer pursuant to Section 6.3 applicable LIBOR Rate plus the Applicable Spread or, if such rate is not available, at the Alternative Rate. If any such conversion of the Issuer Indemnity Agreement with respect interest or Return rate applicable to the Funded Amounts is made on a potential Alternate Rate Claim day which is not the end of an Interest Period, Lessee shall pay, on such conversion date, on a pro rata basis, to each Funding Party interest or Return, as applicable, at the related LIBOR Rate, plus the Applicable Spread or other applicable amount pursuant hereto on the affected Funded Amounts to the date of such automatic conversion and, upon the request of any Funding Party, shall pay to such Funding Party such other amount or amounts as may be necessary to compensate such Funding Party for any loss or expense which such Funding Party deems to be material as reasonably determined by such Funding Party and which has been sustained or incurred by such Funding Party in respect of an Interest Period for such Funded Amounts as a Bank Note (result of such conversion. A certificate as to any additional amounts payable pursuant to the “Affected Interest Period”)foregoing sentence submitted by a Funding Party to Lessee shall be conclusive absent manifest error. As soon as practicable, then such Guaranteed Lender (an “Affected Lender”) (or the Calculation Agent on its behalf) may (but any Funding Party shall not be obliged to) promptly (and in notify Lessee of any event by 3:00 p.m. (Washingtonof which it has knowledge occurring after the date of this Participation Agreement, D.C. time) on which will cause or is likely to cause a conversion of the Quotation Date for interest or Return rate applicable to Funded Amounts pursuant to this Section 7.5, and such Affected Interest Period) provide notice thereof Funding Party shall designate a different funding office or take such other action to avoid the Security Trustee and Ex-Im Bank. Concurrently therewithneed for, or to reduce the amount of compensation related to, such Affected Lender shall provide conversion of the interest or Return rate applicable to Ex-Im Bank and Lessee a certificate (an “Alternate Rate Certificate”) from a duly authorized officer Funded Amounts which would not, in the sole opinion of such Affected Lender (i) certifying the Alternate Rate for such Affected Interest Period and (ii) containing a representation that (A) in the case of a certification made pursuant to Section 6.3.1(a)(ii) or 6.3.1(b) of the Issuer Indemnity Agreement (1) LIBOR does not fairly and accurately reflect the cost Funding Party, be otherwise disadvantageous to such Guaranteed Lender of maintaining or funding its portion of such Guaranteed Loan for such Affected Interest Period, (2) the determination of such Alternate Rate has been made in good faith and on a nondiscriminating basis and (3) such Affected Lender’s cost of funds included in such Alternate Rate (x) does not include any amount or costs not associated with the actual funding of its portion of a Bank Note for such Affected Interest Period and (y) is no more than its actual costs for the sourcing of funds in an amount equal to its portion of a Bank Note for a period equal to such Affected Interest Period and determined on the relevant Quotation Date or (B) in the case of a certification provided pursuant to Section 6.3.1(a)(i) of the Issuer Indemnity Agreement, (1) on the Quotation Date for the Affected Interest Period, (x) no offered rate for LIBOR appeared on Reuters Screen LIBOR01 Page (or any replacement page) and (y) not more than one of the Reference Banks was able to provide a quotation to the Calculation Agent of an offered quotation for United States dollar deposits for a period equal to such Affected Interest Period to prime banks in the London interbank market, (2) as to the Prior LIBOR Rate for such Affected Interest Period and (3) the determination of such Alternate Rate has been made in good faith, (4) such Affected Lender’s cost of funds included in such Alternate Rate (x) does not include any amount or costs not associated with the actual funding of its portion of the Bank Note for such Affected Interest Period and (y) is no more than its actual costs for the sourcing of funds in an amount equal to the portion of a Bank Note purchased by such Affected Lender for a period equal to such Affected Interest Period and determined on the relevant Quotation DateFunding Party.