Common use of Special Provisions Applicable to Contract Rates Clause in Contracts

Special Provisions Applicable to Contract Rates. (i) Each Contract Rate may be adjusted by the Administrative Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law (other than changes in laws relative to Taxes, which shall be governed by Section 16) occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the applicable Contract Rate. In any such event, the affected Lender shall give the Borrower Representative and the Administrative Agent notice of such a determination and adjustment and the Administrative Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, the Borrower Representative may, by notice to such affected Lender (A) require such Lender to furnish to the Borrower Representative a statement setting forth in reasonable detail the basis for adjusting such Contract Rate and the method for determining the amount of such adjustment, or (B) repay the Contract Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under Section 2.11(a)(vi)). (ii) In the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain Contract Rate Loans of any Type or to continue such funding or maintaining, or to determine or charge interest rates at any Contract Rate, such Lender shall give notice of such changed circumstances to the Administrative Agent and the Borrower Representative and the Administrative Agent promptly shall transmit the notice to each other Lender and (y) in the case of any applicable Contract Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such Contract Rate Loans, and interest upon the Contract Rate Loans of such Lender thereafter shall accrue interest (A) at the rate then applicable to (1) U.S. Base Rate Loans (in the case of LIBOR Rate Loans for the account of the U.S. Borrowers), (2) Canadian Base Rate Loans (in the case of LIBOR Rate Loans for the account of the Canadian Borrowers), or (3) Canadian Prime Rate Loans (in the case of BA Rate Loans), or (B) such alternative rate of interest as reasonably determined by the Administrative Agent (in the case of any other Contract Rate Loans), and (z) the Borrowers shall not be entitled to elect to borrow Contract Rate Loans or convert other Loans into Contract Rate Loans until such Lender determines that it would no longer be unlawful or impractical to do so.

Special Provisions Applicable to Contract Rates. (i) Each Contract Rate may be adjusted by the Administrative Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar eurodollareurocurrency deposits or increased costs, in each case, due to changes changesany Changes in applicable law lawLaw (other than changes changesChanges in laws lawsLaw relative to Taxes, which shall be governed by Section 16162.18 and other than Changes in Law relative to capital reserve requirements, which shall be governed by Section 2.13) occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the applicable Contract Rate. In any such event, the affected Lender shall give the Borrower Representative and the Administrative Agent notice of such a determination and adjustment and the Administrative Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, the Borrower Representative may, by notice to such affected Lender (A) require such Lender to furnish to the Borrower Representative a statement setting forth in reasonable detail the basis for adjusting such Contract Rate and the method for determining the amount of such adjustment, or (B) repay the Contract Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under Section 2.11(a)(vi)). (ii) In the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain Contract Rate Loans of any Type or to continue such funding or maintaining, or to determine or charge interest rates at any Contract Rate, such Lender shall give notice of such changed circumstances to the Administrative Agent and the Borrower Representative and the Administrative Agent promptly shall transmit the notice to each other Lender and (y) in the case of any applicable Contract Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such Contract Rate Loans, and interest upon the Contract Rate Loans of such Lender thereafter shall accrue interest (A) at the rate then applicable to (1) U.S. Base Rate Loans (in the case of LIBOR Rate Loans for the account of the U.S. Borrowers), (2) Canadian Base Rate Loans (in the case of LIBOR Rate Loans for the account of the Canadian Borrowers), or (3) Canadian Prime Rate Loans (in the case of BA Rate Loans), or (B) such alternative rate of interest as reasonably determined by the Administrative Agent (in the case of any other Contract Rate Loans), and (z) the Borrowers shall not be entitled to elect to borrow Contract Rate Loans or convert other Loans into Contract Rate Loans until such Lender determines that it would no longer be unlawful or impractical to do so. (iii) Upon the occurrence of a Permanent LIBOR Discontinuation Event, the Borrower Representative and the Administrative Agent shall negotiate in good faith an amendment to this Agreement to adopt a replacement benchmark rate of interest and to agree on the margin to be applied thereto for borrowings by the Borrowers based on such replacement benchmark rate. Upon agreement on a replacement and the margin to be applied thereto, appropriate amendments shall be effected hereto and to the other Loan Documents as necessary and/or otherwise desirable, along with any administrative or other related changes necessary or advisable to enable the Borrowers to request and obtain Loans hereunder that bear interest at a rate based on such replacement benchmark rate. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, with ten (10) Business Days of the date a copy of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. In the case of any such objection by the Required Lenders pursuant to the foregoing sentence, any amendment to address a Permanent LIBOR Discontinuation Event will require the consent of the Required Lenders as well as the Borrower Representative and the Administrative Agent. Any amendment entered into pursuant to this Section 2.12(c)(iii) shall be implemented at no cost to the Loan Parties other than the reimbursement of Administrative Agent’s costs and expenses as contemplated in Section 10.5.