Common use of Alternative Interest Rate Clause in Contracts

Alternative Interest Rate. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any Eurodollar Rate for any Interest Period or Default Interest Period: (a) the Administrative Agent reasonably determines (so long as the Administrative Agent is making substantially the same determination with respect to other borrowers (situated similarly to the Company) to which it has made loans), which determination shall be conclusive, that interest rate reported for the relevant deposits referred to in the definition of "Eurodollar Rate" in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Loans as provided herein; or (b) the Majority Lenders reasonably determine (so long as they are making substantially the same determination with respect to other borrowers (situated similarly to the Company) to which they respectively have made loans), which determination shall be conclusive, and notify the Administrative Agent that the relevant rates of interest referred to in the definition of "Eurodollar Rate" in Section 1.01 hereof upon the basis of which the rate of interest for Loans for such Interest Period or Default Interest Period is to be determined are not likely to adequately cover the cost to such Lenders of making or maintaining Loans for such Interest Period or Default Interest Period; then the Administrative Agent shall give the Company and each Lender prompt notice thereof and: (i) During the 15-day period next succeeding the date of any such notice (the "Negotiation Period"), the Administrative Agent (in consultation with such Lenders) and the Company will negotiate in good faith for the purpose of agreeing upon an alternative, mutually acceptable basis (the "Substitute Basis") for determining the rate of interest to be applicable to the Loans for such Interest Period or Default Interest Period; (ii) If at the expiry of the Negotiation Period, the Majority Lenders and the Company have agreed upon a Substitute Basis and the Administrative Agent has received confirmation from its Chilean counsel that such Substitute Basis has received all necessary governmental approvals and consents, the Substitute Basis shall be retroactive to, and take effect from, the beginning of such Interest Period or Default Interest Period; (iii) If at the expiry of the Negotiation Period, a Substitute Basis shall not have been agreed upon as aforesaid or the Administrative Agent shall not have received the above mentioned confirmation as to requisite governmental approvals or consents, the Administrative Agent shall forthwith notify each Lender of such failure to agree to receive such confirmation and, within five Business Days after receipt of such notice (or as soon thereafter as may be practicable), each such Lender shall notify the Company (through the Administrative Agent) of the cost to such Lender (as determined by it in good faith and on commercially reasonable terms) of funding and maintaining such Loan for such Interest Period or Default Interest Period (which shall be substantially the same cost that such Lender quotes to other borrowers (similarly situated to the Company in similar situations) to which it has made loans); and the interest payable to such Lender on such Loan for such Interest Period shall be interest at a rate per annum equal to the Applicable Margin above the cost to such Lender of funding and maintaining such Loan for such Interest Period or Default Interest Period as so notified by such Lender (or, as to any principal of such Loan or other amount payable to such Lender on or in respect of such Loan which is then past due, 3% plus the Applicable Margin above such cost); and (iv) The procedures specified in clauses (i), (ii) and (iii) above shall apply to each Interest Period or Default Interest Period succeeding the first Interest Period or Default Interest Period to which they were applied unless and until the Administrative Agent shall determine in consultation with the Majority Lenders that the conditions referred to in clause (a) or clause (b) above no longer exist and so notifies the Company and the Lenders, whereupon interest on such Loans shall again be determined in accordance with the provisions of Section 3.02 hereof commencing on the first day of the Interest Period or Default Interest Period next succeeding the date of such notice.

Alternative Interest Rate. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any Eurodollar Rate for any Interest Period or Default Interest Period: (a) the Administrative Agent reasonably determines (so long as the Administrative Agent is making substantially the same determination with respect to other borrowers (situated similarly to the Company) to which it has made loans), which determination shall be conclusive, that interest rate reported for the relevant deposits referred to in the definition of "Eurodollar Rate" in Section 1.01 hereof are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Loans as provided herein; or (b) the Majority Lenders reasonably determine (so long as they are making substantially the same determination with respect to other borrowers (situated similarly to the Company) to which they respectively have made loans), which determination shall be conclusive, and notify the Administrative Agent that the relevant rates of interest referred to in the definition of "Eurodollar Rate" in Section 1.01 hereof upon the basis of which the rate of interest for Loans for such Interest Period or Default Interest Period is to be determined are not likely to adequately cover the cost to such Lenders of making or maintaining Loans for such Interest Period or Default Interest Period; then the Administrative Agent shall give the Company and each Lender prompt notice thereof and: (i) During the 15-day period next succeeding the date of any such notice (the "Negotiation Period"), the Administrative Agent (in consultation with such Lenders) and the Company will negotiate in good faith for the purpose of agreeing upon an alternative, mutually acceptable basis (the "Substitute Basis") for determining the rate of interest to be applicable to the Loans for such Interest Period or Default Interest Period; (ii) If at the expiry of the Negotiation Period, the Majority Lenders and the Company have agreed upon a Substitute Basis and the Administrative Agent has received confirmation from its Chilean counsel that such Substitute Basis has received all necessary governmental approvals and consents, the Substitute Basis shall be retroactive to, and take effect from, the beginning of such Interest Period or Default Interest Period; (iii) If at the expiry of the Negotiation Period, a Substitute Basis shall not have been agreed upon as aforesaid or the Administrative Agent shall not have received the above mentioned confirmation as to requisite governmental approvals or consents, the Administrative Agent shall forthwith notify each Lender of such failure to agree to receive such confirmation and, within five Business Days after receipt of such notice (or as soon thereafter as may be practicable), each such Lender shall notify the Company (through the Administrative Agent) of the cost to such Lender (as determined by it in good faith and on commercially reasonable terms) of funding and maintaining such Loan for such Interest Period or Default Interest Period (which shall be substantially the same cost that such Lender quotes to other borrowers (similarly situated to the Company in similar situations) to which it has made loans); and the interest payable to such Lender on such Loan for such Interest Period shall be interest at a rate per annum equal to the Applicable Margin above the cost to such Lender of funding and maintaining such Loan for such Interest Period or Default Interest Period as so notified by such Lender (or, as to any principal of such Loan or other amount payable to such Lender on or in respect of such Loan which is then past due, 3% plus the Applicable Margin above such cost); and (iv) The procedures specified in clauses (i), (ii) and (iii) above shall apply to each Interest Period or Default Interest Period succeeding the first Interest Period or Default Interest Period to which they were applied unless and until the Administrative Agent shall determine in consultation with the Majority Lenders that the conditions referred to in clause (a) or clause (b) above no longer exist and so notifies the Company and the Lenders, whereupon interest on such Loans shall again be determined in accordance with the provisions of Section 3.02 hereof commencing on the first day of the Interest Period or Default Interest Period next succeeding the date of such notice.

Alternative Interest Rate. Anything herein Notwithstanding anything to the contrary notwithstanding, if, on or prior to the determination of any Eurodollar Rate for any Interest Period or Default Interest Periodcontained herein: (a) If Bank determines that by virtue of circumstances affecting the Administrative Agent reasonably determines LIBOR market or in the event that such rate does not appear on Page BBAM of the Bloomberg Financial Markets Information Service (so long as or otherwise on such Service) or if the Administrative Agent is making substantially Reserve Requirements are applicable to Bank or for any other reason set forth in this Section 3, adequate and reasonable means do not exist to determine or maintain the same determination with respect to other borrowers (situated similarly LIBOR Rate applicable to the Company) to which it Loan or such event has made loans)the effect of reducing the Bank's rate of return, which determination Bank shall notify Borrower that the LIBOR-based Rate shall no longer be the Applicable Interest Rate and Federal Funds-based Rate shall be conclusivethe Applicable Interest Rate. In such event, on or before 48 hours prior to the commencement of such period in which the Federal Funds-based Rate is the Applicable Interest Rate, Borrower shall execute and deliver to Bank the Federal Funds- based Rate Note. Thereafter, until it is reasonably determined by Bank and notified to Borrower that interest rate reported for such circumstances no longer exist, the relevant deposits referred right of Borrower to in request the definition applicability of "Eurodollar Rate" in Section 1.01 hereof are not being provided in a LIBOR-based Rate on the relevant amounts or for Loan shall be suspended and Borrower shall only be permitted to request the relevant maturities for purposes applicability of determining rates of interest for Loans as provided herein; ora Federal Funds-based Rate on the Loan. (b) Xxxxxxxx hereby agrees that in the Majority Lenders reasonably determine (so long as they are making substantially event Borrower does not accept the same determination Federal Funds-based Rate or fails to execute and deliver the Federal Funds-based Rate Note in accordance with respect to other borrowers (situated similarly to the Company) to which they respectively have made loans)this Section, which determination then Bank shall be conclusivereleased from its obligation to maintain the Loan. In such an event Borrower shall pay without any penalty, and notify precisely on the Administrative Agent that next succeeding date in which the relevant rates payment of interest referred is due, the principal amount of Loan, together with interest accrued to in the definition of "Eurodollar Rate" in Section 1.01 hereof upon the basis of which the rate of interest for Loans for such Interest Period or Default Interest Period is to be determined are not likely to adequately cover the cost to such Lenders of making or maintaining Loans for such Interest Period or Default Interest Period; then the Administrative Agent shall give the Company and each Lender prompt notice thereof and: (i) During the 15-day period next succeeding the date of any such notice (the "Negotiation Period")payment, the Administrative Agent (in consultation with such Lenders) and the Company will negotiate in good faith for the purpose of agreeing upon an alternative, mutually acceptable basis (the "Substitute Basis") for determining the rate of interest to be applicable to the Loans for such Interest Period or Default Interest Period; (ii) If at the expiry of the Negotiation Period, the Majority Lenders and the Company have agreed upon a Substitute Basis and the Administrative Agent has received confirmation from its Chilean counsel that such Substitute Basis has received all necessary governmental approvals and consents, the Substitute Basis shall be retroactive to, and take effect from, the beginning of such Interest Period or Default Interest Period; (iii) If at the expiry of the Negotiation Period, a Substitute Basis shall not have been agreed upon as aforesaid or the Administrative Agent shall not have received the above mentioned confirmation as to requisite governmental approvals or consents, the Administrative Agent shall forthwith notify each Lender of such failure to agree to receive such confirmation and, within five Business Days after receipt of such notice (or as soon thereafter as may be practicable), each such Lender shall notify the Company (through the Administrative Agent) of the cost to such Lender (as determined by it in good faith and on commercially reasonable terms) of funding and maintaining such Loan for such Interest Period or Default Interest Period (which shall be substantially the same cost that such Lender quotes to other borrowers (similarly situated to the Company in similar situations) to which it has made loans); and the interest payable to such Lender on such Loan for such Interest Period shall be interest at a rate per annum equal to the Applicable Margin above the cost to such Lender of funding and maintaining such Loan for such Interest Period or Default Interest Period as so notified by such Lender (or, as to any principal of such Loan or other amount payable to such Lender on or in respect of such Loan which is then past due, 3% plus the Applicable Margin above such cost); and (iv) The procedures specified in clauses (i), (ii) and (iii) above shall apply to each Interest Period or Default Interest Period succeeding the first Interest Period or Default Interest Period to which they were applied unless and until the Administrative Agent shall determine in consultation with the Majority Lenders that the conditions referred to in clause (a) or clause (b) above no longer exist and so notifies the Company and the Lenders, whereupon interest on such Loans shall again be determined in accordance with the provisions Notes. Xxxxxxxx hereby also agrees that in the event of such payment all of Bank's obligations hereunder shall terminate immediately without any liability for Bank. Bank hereby also agrees that in the event of payment in full of all Borrower's obligations hereunder, Xxxxxxxx's obligations shall terminate immediately without any liability for Borrower. (c) If Bank determines that by virtue of circumstances affecting the TIIE market or in the event that such rate is not published in the Official Gazette or if the Reserve Requirements are applicable to Bank or for any other reason set forth in this Section 3.02 hereof commencing 3, adequate and reasonable means do not exist to determine or maintain the TIIE Rate applicable to the Loan or such event has the effect of reducing the Bank's rate of return, Bank shall notify Borrower that the TIIE-based Rate shall no longer be the Applicable Interest Rate and CETES-based Rate shall be the Applicable Interest Rate. In such event, on or before 48 hours prior to the commencement of such period in which the CETES-based Rate is the Applicable Interest Rate, Borrower shall execute and deliver to Bank the CETES-based Rate Note. Thereafter, until it is reasonably determined by Bank and notified to Borrower that such circumstances no longer exist, the right of Borrower to request the applicability of a TIIE-based Rate on the first day Loan shall be suspended and Borrower shall only be permitted to request the applicability of a CETES-based Rate on the Interest Period Loan. (a) Borrower hereby agrees that in the event Borrower does not accept the CETES-based Rate or Default Interest Period fails to execute and deliver the CETES-based Rate Note in accordance with this Section, then Bank shall be released from its obligation to maintain the Loan. In such an event Borrower shall pay without any penalty, precisely on the next succeeding date in which the payment of interest is due, the principal amount of Loan, together with interest accrued to the date of such noticepayment, in accordance with the Notes. Xxxxxxxx hereby also agrees that in the event of such payment all of Bank's obligations hereunder shall terminate immediately without any liability for Bank. Bank hereby also agrees that in the event of payment in full of all Borrower's obligations hereunder, Xxxxxxxx's obligations shall terminate immediately without any liability for Borrower.

Alternative Interest Rate. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any Eurodollar London Interbank Rate for any Interest Period or Default Interest Period: (a) the Administrative Agent reasonably determines (so long as the Administrative Agent is making substantially the same determination with respect to other borrowers (situated similarly to the Company) to which it has made loans)Bank determines, which determination shall be conclusive, that the Reuters screen is not publishing a rate or rates from which the London Interbank Rate can be determined and that quotations of interest rate reported rates for the relevant deposits referred to in the definition of "Eurodollar London Interbank Rate" in Section 1.01 hereof are not being provided by any reference bank in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Loans as provided herein; or (b) the Majority Lenders reasonably determine (so long as they are making substantially the same determination with respect to other borrowers (situated similarly to the Company) to which they respectively have made loans)Bank determines, which determination shall be conclusive, and notify the Administrative Agent that the relevant rates of interest referred to in the definition of "Eurodollar London Interbank Rate" in Section 1.01 hereof upon the basis of which the rate of interest for Loans for such Interest Period or Default Interest Period is to be determined are not likely adequately to adequately cover the cost to such Lenders the Bank of making or maintaining Loans for such Interest Period or Default Interest Period; then the Administrative Agent Bank shall give the Company and each Lender Borrower prompt notice thereof and: (i) During whereupon, during the 15-day period of 30 days next succeeding the date of any such notice (the "Negotiation Period")notice, the Administrative Agent (in consultation with such Lenders) Bank and the Company Borrower will negotiate in good faith for the purpose of agreeing upon an alternative, mutually acceptable basis (the "Substitute Basis") for determining the interest rate of interest to be applicable to the Loans for such Interest Period or Default Interest Period; (ii) hereinafter called the "Substitute Basis"). If at the expiry of said thirty-day period the Negotiation Period, the Majority Lenders Bank and the Company Borrower have agreed upon a Substitute Basis and the Administrative Agent has received confirmation from its Chilean counsel that such Substitute Basis has received all necessary governmental approvals and consentsBasis, the Substitute Basis shall be retroactive to, to and take effect from, from the beginning of such such, Interest Period or Default (but shall not affect the rate of interest for any prior Interest Period; (iii) ). If at the expiry of the Negotiation Period, said thirty-day period a Substitute Basis shall not have been agreed upon as aforesaid or the Administrative Agent shall not have received the above mentioned confirmation as to requisite governmental approvals or consentsaforesaid, the Administrative Agent Commitment shall forthwith notify each Lender automatically be cancelled and the Borrower shall, on the fifth Business Day next succeeding the expiry of such failure said thirty-day period, prepay in full (but not in part) the Loans together with (a) accrued interest thereon at a rate equal to agree to receive such confirmation and, within five Business Days after receipt of such notice (or as soon thereafter as may be practicable), each such Lender shall notify the Company (through the Administrative Agent) of the cost (expressed as a rate per annum) to such Lender the Bank (as reasonably determined by it in good faith and on commercially reasonable termsthe Bank) of funding and maintaining such Loan the Loans for such the period from the last day of the immediately preceding Interest Period or Default Interest Period (which shall be substantially the same cost that such Lender quotes to other borrowers (similarly situated to the Company in similar situations) to which it has made loans); and the interest payable to such Lender on such Loan for such Interest Period shall be interest at a rate per annum equal to the Applicable Margin above the cost to such Lender date of funding and maintaining such Loan for such Interest Period or Default Interest Period as so notified by such Lender (or, as to any principal of such Loan or other amount payable to such Lender on or in respect of such Loan which is then past due, 3% prepayment plus the Applicable Margin above such cost); and (iv) The procedures specified in clauses (i), (ii) and (iii) above shall apply to each Interest Period or Default Interest Period succeeding the first Interest Period or Default Interest Period to which they were applied unless and until the Administrative Agent shall determine in consultation with the Majority Lenders that the conditions referred to in clause (a) or clause (b) above no longer exist and so notifies all other amounts payable to the Company and the Lenders, whereupon interest on such Loans shall again be determined in accordance with the provisions of Section 3.02 hereof commencing on the first day of the Interest Period or Default Interest Period next succeeding the date of such noticeBank hereunder.

Alternative Interest Rate. Anything herein to the contrary notwithstanding, if, on or prior to the determination of any Eurodollar Rate for any Interest Period or Default Interest Period: (a) In the Administrative Agent reasonably event that the Bank determines (so long as the Administrative Agent is making substantially the same determination with respect to other borrowers (situated similarly to the Company) to which it has made loans), which determination shall be conclusivebinding and conclusive for all the parties hereto) that by virtue of circumstances affecting the London Interbank Market, adequate and reasonable means do not exist to determine the Eurodollar Rate applicable to an Advance and/or to the Loan, the Bank shall immediately notify the Borrower of such circumstances by fax, telex or cable, and in that event, the interest rate reported for applicable to Advances made thereafter shall be at all times equal to the relevant deposits referred result obtained by adding (i) 1.625% (one point six hundred and twenty five percent) to in the definition Federal Funds Rate if the amount is to be guaranteed by the U.S. Guarantor and the Mexican Guarantors, or (ii) 1.875% (one point eight hundred and seventy five percent) to the Federal Funds Rate if the amount is to be guaranteed by the Mexican Guarantor only. Interest on the unpaid balance of "Eurodollar Rate" in Section 1.01 hereof are not being provided in each outstanding Federal Funds Advance shall be payable monthly on the relevant amounts or for first Business Day of each month, commencing on the relevant maturities for purposes first Business Day of determining rates the month next following the Date of interest for Loans as provided herein; orAdvance, and on the Maturity Date. (b) The Borrower hereby agrees that in the Majority Lenders reasonably determine (so long as they are making substantially event it does not accept the same determination with respect to other borrowers (situated similarly to the Company) to which they respectively have made loans), which determination shall be conclusive, and notify the Administrative Agent that the relevant rates of alternative interest rate referred to in the definition of "Eurodollar Rate" in Section 1.01 hereof upon the basis of which the rate of interest for Loans for such Interest Period or Default Interest Period is to be determined are not likely to adequately cover the cost to such Lenders of making or maintaining Loans for such Interest Period or Default Interest Period; then the Administrative Agent shall give the Company and each Lender prompt notice thereof and: (i) During the 15-day period next succeeding the date of any such notice (the "Negotiation Period"), the Administrative Agent (in consultation with such Lenders) and the Company will negotiate in good faith for the purpose of agreeing upon an alternative, mutually acceptable basis (the "Substitute Basis") for determining the rate of interest to be applicable to the Loans for such Interest Period or Default Interest Period; (ii) If at the expiry of the Negotiation Period, the Majority Lenders and the Company have agreed upon a Substitute Basis and the Administrative Agent has received confirmation from its Chilean counsel that such Substitute Basis has received all necessary governmental approvals and consents, the Substitute Basis shall be retroactive to, and take effect from, the beginning of such Interest Period or Default Interest Period; (iii) If at the expiry of the Negotiation Period, a Substitute Basis shall not have been agreed upon as aforesaid or the Administrative Agent shall not have received the above mentioned confirmation as to requisite governmental approvals or consents, the Administrative Agent shall forthwith notify each Lender of such failure to agree to receive such confirmation and, within five Business Days after receipt of such notice (or as soon thereafter as may be practicable), each such Lender shall notify the Company (through the Administrative Agent) of the cost to such Lender (as determined by it in good faith and on commercially reasonable terms) of funding and maintaining such Loan for such Interest Period or Default Interest Period (which shall be substantially the same cost that such Lender quotes to other borrowers (similarly situated to the Company in similar situations) to which it has made loans); and the interest payable to such Lender on such Loan for such Interest Period shall be interest at a rate per annum equal to the Applicable Margin above the cost to such Lender of funding and maintaining such Loan for such Interest Period or Default Interest Period as so notified by such Lender (or, as to any principal of such Loan or other amount payable to such Lender on or in respect of such Loan which is then past due, 3% plus the Applicable Margin above such cost); and (iv) The procedures specified in clauses (i), (ii) and (iii) above shall apply to each Interest Period or Default Interest Period succeeding the first Interest Period or Default Interest Period to which they were applied unless and until the Administrative Agent shall determine in consultation with the Majority Lenders that the conditions referred to in clause paragraph (a) or clause (b) above no longer exist and so notifies of this Section 2.05 then the Company and Bank shall be released from its obligation to maintain the LendersLoan. In such an event the Borrower shall pay, whereupon interest on such Loans shall again be determined in accordance with the provisions of Section 3.02 hereof commencing precisely on the first day next succeeding Payment Date following the Bank's notification, the principal amount of the Interest Period or Default Interest Period next succeeding Loan, together with accrued interest and fees to the date of such noticepayment. The Borrower hereby also agrees that in the event of such payment all of the Bank's obligations hereunder shall terminate immediately without any liability for the Bank. The Bank hereby also agrees that in the event of payment in full of all of the Borrower's obligations hereunder, the Borrower's obligations shall terminate immediately without any liability for the Borrower.