Common use of Term Benchmark Clause in Contracts

Term Benchmark. (a) The Borrower may from time to time notify the Agent in writing or by telephone that a particular portion of the outstanding principal balance of the Advances shall bear interest at the applicable Term Benchmark for a particular Interest Period. The portion of the outstanding balance of the Advances to which a Term Benchmark is applied must be in an amount not less than the Borrowing Minimum or a multiple thereof. Any Term Benchmark notification shall be irrevocable, must be made pro rata with respect to the Advances of each Bank, and must be received by the Agent before 11:00 a.m. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period. Commencing on the first day of the applicable Interest Period and continuing through the last day thereof, the portion of the outstanding principal balance of the Advances to which the notification related shall bear interest at the applicable Term Benchmark (and the remaining part of the principal balance of the Advances, if any, shall continue to bear interest at the rate or rates previously applicable to such amounts), subject, however, to imposition of the default rate pursuant to Section 4.3. At the termination of such Interest Period, unless a new Term Benchmark notification is requested and accepted by the Borrower, the interest rate applicable to the portion of the principal balance of (1) the Advances denominated in Dollars to which Adjusted Term SOFR Rate was applicable shall revert to the Floating Rate and (2) the Advances denominated in the Committed Currency shall be exchanged for an Equivalent amount of Dollars determined on such date and revert to the Floating Rate. (b) Notwithstanding anything to the contrary in this Section, the Borrower’s right to have a portion of the Advances bear interest at the applicable Term Benchmark hereunder shall be suspended (i) upon the occurrence and during the continuation of an Event of Default under this Agreement, (ii) subject to Section 4.6, if the Agent is advised by the Required Banks that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Term SOFR Rate or the EURIBO Base Rate for the applicable currency and such Interest Period will not adequately and fairly reflect the cost to such Banks (or Bank) of making or maintaining their Advances (or its Advance) included in such Borrowing for the applicable currency and such Interest Period, (iii) during any period in which any Bank shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any governmental authority asserts that it is unlawful, for such Bank to perform its obligations hereunder or to fund or maintain Term Benchmark Advances hereunder or (iv) subject to Section 4.6, if the Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate, the Term SOFR Rate, the EURIBO Rate or the EURIBO Base Rate (including because the relevant screen rate is not available or published on a current basis), for the applicable currency and such Interest Period, in which case (A) for each Advance denominated in Dollars, the Borrower shall either (x) prepay such Advances or (y) convert such Advances to the Floating Rate, (B) for each Advance denominated in any Committed Currency, the Borrower shall either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and such Advances shall revert to the Floating Rate and (C) the obligation of the Bank to make Term Benchmark Advances shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist. (c) Absent manifest error, the records of the Agent shall be conclusive evidence as to the amount of the Advances bearing interest at a Term Benchmark, the applicable Term Benchmark and the date on which the Interest Period applicable to such Term Benchmark expires. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Advances may not be outstanding as more than ten separate Interest Periods. The Agent shall give prompt notice to the Borrower and the Banks of the applicable interest rate determined by the Agent as the Floating Rate and the Term Benchmark.

Term Benchmark. (a) The Borrower may from time to time notify the Agent in writing or by telephone that a particular portion of the outstanding principal balance of the Advances shall bear interest at the applicable Term Benchmark for a particular Interest Period. The portion of the outstanding balance of the Advances to which a Term Benchmark is applied must be in an amount not less than the Borrowing Minimum or a multiple thereof. Any Term Benchmark notification shall be irrevocable, must be made pro rata with respect to the Advances of each Bank, and must be received by the Agent before 11:00 a.m. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period. Commencing on the first day of the applicable Interest Period and continuing through the last day thereof, the portion of the outstanding principal balance of the Advances to which the notification related shall bear interest at the applicable Term Benchmark (and the remaining part of the principal balance of the Advances, if any, shall continue to bear interest at the rate or rates previously applicable to such amounts), subject, however, to imposition of the default rate pursuant to Section 4.3. At the termination of such Interest Period, unless a new Term Benchmark notification is requested and accepted by the Borrower, the interest rate applicable to the portion of the principal balance of (1) the Advances denominated in Dollars to which Adjusted Term SOFR Rate was applicable shall revert to the Floating Rate and (2) the Advances denominated in the Committed Currency shall be exchanged for an Equivalent amount of Dollars determined on such date and revert to the Floating Rate. (b) Notwithstanding anything to the contrary in this Section, the Borrower’s right to have a portion of the Advances bear interest at the applicable Term Benchmark hereunder shall be suspended (i) upon the occurrence and during the continuation of an Event of Default under this Agreement, (ii) subject to Section 4.6, if the Agent is advised by the Required Banks that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Term SOFR Rate or the EURIBO Base Rate for the applicable currency and such Interest Period will not adequately and fairly reflect the cost to such Banks (or Bank) of making or maintaining their Advances (or its Advance) included in such Borrowing for the applicable currency and such Interest Period, (iii) during any period in which any Bank shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any governmental authority asserts that it is unlawful, for such Bank to perform its obligations hereunder or to fund or maintain Term Benchmark Advances hereunder or (iv) subject to Section 4.6, if the Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate, Rate or the Term SOFR Rate, the EURIBO Rate or the EURIBO Base Rate (including because the relevant screen rate is not available or published on a current basis), for the applicable currency and such Interest Period, in which case (A) for each Advance denominated in Dollars, the Borrower shall either (x) prepay such Advances or (y) convert such Advances to the Floating Rate, and (B) for each Advance denominated in any Committed Currency, the Borrower shall either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and such Advances shall revert to the Floating Rate and (C) the obligation of the Bank to make Term Benchmark Advances shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist. (c) Absent manifest error, the records of the Agent shall be conclusive evidence as to the amount of the Advances bearing interest at a Term Benchmark, the applicable Term Benchmark and the date on which the Interest Period applicable to such Term Benchmark expires. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Advances may not be outstanding as more than ten separate Interest Periods. The Agent shall give prompt notice to the Borrower and the Banks of the applicable interest rate determined by the Agent as the Floating Rate and the Term Benchmark.