Common use of Borrower Information Used to Determine Applicable Interest Rates Clause in Contracts

Borrower Information Used to Determine Applicable Interest Rates. (i) The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. (ii) In the event the Borrower’s Credit Rating from one or more Rating Agency is downgraded and such downgrade results in an increase in the Applicable Margin or Applicable Facility Fee, but such higher Credit Rating is subsequently restored and the increased Applicable Margin or Applicable Facility Fee would no longer be applicable within 90 days from the first day such downgrade was effective, the Borrower will receive a credit for incremental borrowing costs and fees paid by the Borrower during such 90 day period solely as a result of the downgrade and increase in the Applicable Margin and/or Applicable Facility Fee. Additionally, in the event the Borrower’s Credit Rating from one or more Rating Agency is upgraded and such upgrade results in a decrease in the Applicable Margin or Applicable Facility Fee, but such lower Credit Rating is subsequently restored and the decreased Applicable Margin or Applicable Facility Fee would no longer be applicable within 90 days from the first day such upgrade was effective, the Borrower will pay the incremental borrowing costs and fees which would have otherwise been payable during such 90 day period had the upgrade not occurred. (iii) The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due or of any interest and fees credited because of such recalculation or changed Credit Rating, and, to the extent additional fees and interest are due, the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required by this Section 2.5.(c) shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s, the Issuing Bank’s, or any Lender’s other rights under this Agreement.

Borrower Information Used to Determine Applicable Interest Rates. (i) The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. (ii) In the event the Borrower’s Credit Rating from one or more Rating Agency is downgraded and such downgrade results in an increase in the Applicable Margin or Applicable Facility FeeMargin, but such higher Credit Rating is subsequently restored and the increased Applicable Margin or Applicable Facility Fee would no longer be applicable within 90 days from the first day such downgrade was effective, the Borrower will receive a credit for incremental borrowing costs and fees paid by the Borrower during such 90 day period solely as a result of the downgrade and increase in the Applicable Margin and/or Applicable Facility FeeMargin. Additionally, in the event the Borrower’s Credit Rating from one or more Rating Agency is upgraded and such upgrade results in a decrease in the Applicable Margin or Applicable Facility FeeMargin, but such lower Credit Rating is subsequently restored and the decreased Applicable Margin or Applicable Facility Fee would no longer be applicable within 90 days from the first day such upgrade was effective, the Borrower will pay the incremental borrowing costs and fees which would have otherwise been payable during such 90 day period had the upgrade not occurred. (iii) The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due or of any interest and fees credited because of such recalculation or changed Credit Rating, and, to the extent additional fees and interest are due, the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required by this Section 2.5.(c) shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s, the Issuing Bank’s, ’s or any Lender’s other rights under this Agreement.

Borrower Information Used to Determine Applicable Interest Rates. (i) The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. (ii) In the event the Borrower’s Credit Rating from one or more Rating Agency is downgraded and such downgrade results in an increase in the Applicable Margin or Applicable Facility Fee, but such higher Credit Rating is subsequently restored and the increased Applicable Margin or Applicable Facility Fee would no longer be applicable within 90 days from the first day such downgrade was effective, the Borrower will receive a credit for incremental borrowing costs and fees paid by the Borrower during such 90 day period solely as a result of the downgrade and increase in the Applicable Margin and/or Applicable Facility Fee. Additionally, in the event the Borrower’s Credit Rating from one or more Rating Agency is upgraded and such upgrade results in a decrease in the Applicable Margin or Applicable Facility Fee, but such lower Credit Rating is subsequently restored and the decreased Applicable Margin or Applicable Facility Fee would no longer be applicable within 90 days from the first day such upgrade was effective, the Borrower will pay the incremental borrowing costs and fees which would have otherwise been payable during such 90 day period had the upgrade not occurred. (iii) The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due or of any interest and fees credited because of such recalculation or changed Credit Ratingrecalculation, and, to the extent additional fees and interest are due, the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (5) 5 Business Days of receipt of such written notice. Any recalculation of interest or fees required by this Section 2.5.(c) provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s, the any Issuing Bank’s, or any Lender’s other rights under this Agreement. (ii) Each party hereto hereby agrees that the Administrative Agent shall not have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Borrower of any Sustainability Metric Threshold Percentage or any Sustainability Metric (or any of the data or computations that are part of or related to any such calculation) set forth in any Sustainability Grid Notice. The Administrative Agent may rely conclusively on any Sustainability Grid Notice delivered by the Borrower without any responsibility to verify the accuracy thereof.[Reserved.]

Borrower Information Used to Determine Applicable Interest Rates. (i) The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. (ii) In the event the Borrower’s Credit Rating from one or more Rating Agency is downgraded and such downgrade results in an increase in the Applicable Margin or Applicable Facility FeeMargin, but such higher Credit Rating is subsequently restored and the increased Applicable Margin or Applicable Facility Fee would no longer be applicable within 90 days from the first day such downgrade was effective, the Borrower will receive a credit for incremental borrowing costs and fees paid by the Borrower during such 90 day period solely as a result of the downgrade and increase in the Applicable Margin and/or Applicable Facility FeeMargin. Additionally, in the event the Borrower’s Credit Rating from one or more Rating Agency is upgraded and such upgrade results in a decrease in the Applicable Margin or Applicable Facility FeeMargin, but such lower Credit Rating is subsequently restored and the decreased Applicable Margin or Applicable Facility Fee would no longer be applicable within 90 days from the first day such upgrade was effective, the Borrower will pay the incremental borrowing costs and fees which would have otherwise been payable during such 90 day period had the upgrade not occurred. (iii) The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due or of any interest and fees credited because of such recalculation or changed Credit Rating, and, to the extent additional fees and interest are due, the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required by this Section 2.5.(c2.2.(c) shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s, the Issuing Bank’s, ’s or any Lender’s other rights under this Agreement.

Borrower Information Used to Determine Applicable Interest Rates. (i) The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. (ii) In the event the Borrower’s Credit Rating from one or more Rating Agency is downgraded and such downgrade results in an increase in the Applicable Margin or Applicable Facility Fee, but such higher Credit Rating is subsequently restored and the increased Applicable Margin or Applicable Facility Fee would no longer be applicable within 90 days from the first day such downgrade was effective, the Borrower will receive a credit for incremental borrowing costs and fees paid by the Borrower during such 90 day period solely as a result of the downgrade and increase in the Applicable Margin and/or Applicable Facility Fee. Additionally, in the event the Borrower’s Credit Rating from one or more Rating Agency is upgraded and such upgrade results in a decrease in the Applicable Margin or Applicable Facility Fee, but such lower Credit Rating is subsequently restored and the decreased Applicable Margin or Applicable Facility Fee would no longer be applicable within 90 days from the first day such upgrade was effective, the Borrower will pay the incremental borrowing costs and fees which would have otherwise been payable during such 90 day period had the upgrade not occurred. (iii) The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due or of any interest and fees credited because of such recalculation or changed Credit Ratingrecalculation, and, to the extent additional fees and interest are due, the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (5) 5 Business Days of receipt of such written notice. Any recalculation of interest or fees required by this Section 2.5.(c) provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s, the any Issuing Bank’s, or any Lender’s other rights under this Agreement. (ii) Each party hereto hereby agrees that the Administrative Agent shall not have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Borrower of any Sustainability Metric Threshold Percentage or any Sustainability Metric (or any of the data or computations that are part of or related to any such calculation) set forth in any Sustainability Grid Notice. The Administrative Agent may rely conclusively on any Sustainability Grid Notice delivered by the Borrower without any responsibility to verify the accuracy thereof.

Borrower Information Used to Determine Applicable Interest Rates. (i) The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. (ii) In the event the Borrower’s Credit Rating from one or more Rating Agency is downgraded and such downgrade results in an increase in the Applicable Margin or Applicable Facility Fee, but such higher Credit Rating is subsequently restored and the increased Applicable Margin or Applicable Facility Fee would no longer be applicable within 90 days from the first day such downgrade was effective, the Borrower will receive a credit for incremental borrowing costs and fees paid by the Borrower during such 90 day period solely as a result of the downgrade and increase in the Applicable Margin and/or Applicable Facility Fee. Additionally, in the event the Borrower’s Credit Rating from one or more Rating Agency is upgraded and such upgrade results in a decrease in the Applicable Margin or Applicable Facility Fee, but such lower Credit Rating is subsequently restored and the decreased Applicable Margin or Applicable Facility Fee would no longer be applicable within 90 days from the first day such upgrade was effective, the Borrower will pay the incremental borrowing costs and fees which would have otherwise been payable during such 90 day period had the upgrade not occurred. (iii) The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due or of any interest and fees credited because of such recalculation or changed Credit Ratingrecalculation, and, to the extent additional fees and interest are due, the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (5) 5 Business Days of receipt of such written notice. Any recalculation of interest or fees required by this Section 2.5.(c) provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s, the any Issuing Bank’s, or any Lender’s other rights under this Agreement. - 48 - LEGAL02\42427047.v4 (ii) Each party hereto hereby agrees that the Administrative Agent shall not have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Borrower of any Sustainability Metric Threshold Percentage or any Sustainability Metric (or any of the data or computations that are part of or related to any such calculation) set forth in any Sustainability Grid Notice. The Administrative Agent may rely conclusively on any Sustainability Grid Notice delivered by the Borrower without any responsibility to verify the accuracy thereof.