Common use of Cost of Funds True Up Clause in Contracts

Cost of Funds True Up. On the date that is four (4) years after the 2021 Increased Amount Date (or if such date is not a Business Day, the next succeeding Business Day) (the “Reset Date”), the Administrative Agent (i) shall determine the difference (in basis points), if any, between the Reset Date Cost of Funds (as defined below) as of such Reset Date and the 2021 Increased Amount Date Cost of Funds (as defined below) and (ii) thereafter shall promptly notify the Lenders and Rayonier of such difference by delivering a certificate in substantially the form of Exhibit G to the Credit Agreement (or in such other form as is mutually acceptable to the Administrative Agent CHAR1\1795764v6 and Rayonier). With respect only to the calculation of interest on 2021 Incremental Term Loan Advances, the Eurodollar Rate (as otherwise determined in accordance with the definition thereof, and giving effect, for all purposes of this Section 3(h)(iii), to any Benchmark Replacement and any Benchmark Replacement Conforming Changes) for any Interest Period shall be increased or decreased, as applicable, by the amount of such difference (in a like amount of basis points), which increase or decrease shall commence from and as of such Reset Date and shall remain in effect until the Maturity Date for the 2021 Incremental Term Loan Advances; provided that, for the avoidance of doubt, in no event shall any decrease in the Eurodollar Rate pursuant to the terms hereof result in an Applicable Margin of less than 1.500% with respect to 2021 Incremental Term Loan Advances. Notwithstanding anything to the contrary herein or in any other Loan Document, such Eurodollar Rate increase or decrease shall be automatic and shall not require an amendment to this Agreement or the consent of any Lender. As used in this Section 3(h)(iii):

Cost of Funds True Up. On the date that is four two and a half (42.5) years after the 2021 2022 Increased Amount Date (or if such date is not a Business Day, the next succeeding Business Day) (the “Reset Date”), the Administrative Agent (i) shall determine the difference (in basis points), if any, between the Reset Date Cost of Funds (as defined below) as of such Reset Date and the 2021 2022 Increased Amount Date Cost of Funds (as defined below) and (ii) thereafter shall promptly notify the Lenders and Rayonier of such difference by delivering a certificate in substantially the form of Exhibit G to the Amended Credit Agreement (or in such other form as is mutually acceptable to the Administrative Agent CHAR1\1795764v6 and Rayonier). With respect only to the calculation of interest on 2021 2022 Incremental Term Loan Advances, the Eurodollar Rate (as otherwise determined all-in accordance interest rate with the definition thereof, and giving effect, for all purposes of this Section 3(h)(iii), respect to any Benchmark Replacement and any Benchmark Replacement Conforming Changes) for any Interest Period such 2022 Incremental Term Loan Advances shall be increased or decreased, as applicable, by the amount of such difference (in a like amount of basis points), which increase or decrease shall commence from and as of such Reset Date and shall remain in effect until the Maturity Date for the 2021 2022 Incremental Term Loan Advances; provided that, for the avoidance of doubt, (i) it is acknowledged and agreed that the Administrative Agent may effect such increase or decrease in the form of an adjustment to the Applicable Margin above the Adjusted Term SOFR Rate, the Adjusted Daily Simple SOFR Rate or the Alternate Base Rate for the 2022 Incremental Term Loan Facility, as applicable, and (ii) in no event shall any decrease in the Eurodollar Rate all-in interest rate for any interest period pursuant to the terms hereof result in an exceed the amount by which the Applicable Margin of less is greater than 1.5001.50% with respect to 2021 2022 Incremental Term Loan Advances that are Term SOFR Rate Advances or Daily Simple SOFR Rate Advances (or exceed the amount by which the Applicable Margin is greater than 0.50% with respect to 2022 Incremental Term Loan Advances that are Alternate Base Advances). Notwithstanding anything to the contrary herein or in any other Loan Document, such Eurodollar Rate increase or decrease in the all-in interest rate for any interest period shall be automatic and shall not require an amendment to this Agreement or the consent of any Lender. As used in this Section 3(h)(iii):

Cost of Funds True Up. On the date that is four two and a half (42.5) years after the 2021 2020 Increased Amount Date (or if such date is not a Business Day, the next succeeding Business Day) (the “Reset Date”), the Administrative Agent (i) shall determine the difference (in basis points), if any, between the Reset Date Cost of Funds (as defined below) as of such Reset Date and the 2021 2020 Increased Amount Date Cost of Funds (as defined below) and (ii) thereafter shall promptly notify the Lenders and Rayonier of such difference by delivering a certificate in substantially the form of Exhibit G to the Credit Agreement (or in such other form as is mutually acceptable to the Administrative Agent CHAR1\1795764v6 and Rayonier). With respect only to the calculation of interest on 2021 2020 Incremental Term Loan Advances, the Eurodollar Rate (as otherwise determined in accordance with the definition thereof, and giving effect, for all purposes of this Section 3(h)(iii), to any Benchmark Replacement and any Benchmark Replacement Conforming Changes) for any Interest Period shall be increased or decreased, as applicable, by the amount of such difference (in a like amount of basis points), which increase or decrease shall commence from and as of such Reset Date and shall remain in effect until the Maturity Date for the 2021 2020 Incremental Term Loan Advances; provided that, for the avoidance of doubt, in no event shall any decrease in the Eurodollar Rate pursuant to the terms hereof result in an Applicable Margin of less than 1.5001.725% with respect to 2021 2020 Incremental Term Loan Advances. Notwithstanding anything to the contrary herein or in any other Loan Document, such Eurodollar Rate increase or decrease shall be automatic and shall not require an amendment to this Agreement or the consent of any Lender. As used in this Section 3(h)(iii):

Cost of Funds True Up. On the date that is four (4) years after the 2021 Increased Amount Second Amendment Effective Date (or if such date is not a Business Day, the next succeeding Business Day) (the “Reset Date”), the Administrative Agent (i) shall determine the difference (in basis points), if any, between the Reset Date Cost of Funds (as defined below) as of such Reset Date and the 2021 Increased Amount Second Amendment Effective Date Cost of Funds (as defined below) and (ii) thereafter shall promptly notify the Lenders and Rayonier of such difference by delivering a certificate in substantially the form of Exhibit G to the Credit Agreement (or in such other form as is mutually acceptable to the Administrative Agent CHAR1\1795764v6 and Rayonier). With respect only to the calculation of interest on 2021 Incremental Term Loan Advances, the Eurodollar Rate (as otherwise determined in accordance with the definition thereof, and giving effect, for all purposes of this Section 3(h)(iii2.07(c), to any Benchmark Replacement and any Benchmark Replacement Conforming Changes) for any Interest Period shall be increased or decreased, as applicable, by the amount of such difference (in a like amount of basis points), which increase or decrease shall commence from and as of such Reset Date and shall remain in effect until the Maturity Date for the 2021 Incremental Term Loan AdvancesFacility; provided that, for the avoidance of doubt, in no event shall any decrease in the Eurodollar Rate pursuant to the terms hereof result in an Applicable Margin of less than 1.5001.50% with respect to 2021 Incremental Term Loan Advances. Notwithstanding anything to the contrary herein or in any other Loan Document, such Eurodollar Rate increase or decrease shall be automatic and shall not require an amendment to this Agreement or the consent of any Lender. As used in this Section 3(h)(iii2.07(c):