8
“Conforming Changes”
means, with respect to the use, administration of or any conventions associated
with SONIA, EURIBOR, TIBOR or any proposed Successor Rate for any currency, any conforming changes to
the
definitions of
“SONIA”, “EURIBOR”,
“TIBOR”, “Interest
Period”, timing
and frequency
of
determining
rates and making payments of
interest and other technical, administrative
or operational matters (including, for
the
avoidance
of
doubt,
the
definition
of
“Business
Day”,
timing
of
borrowing
requests
or
prepayment,
conversion or
continuation notices and
length of
lookback periods) as
may be
appropriate, in the
discretion of
the Administrative Agent and in
consultation with the Company,
to reflect the adoption
and implementation of
such
applicable
rate(s)
and
to
permit
the
administration
thereof
by
the
Administrative
Agent
in
a
manner
substantially consistent with market practice for
such currency (or,
if the Administrative Agent determines that
adoption of
any portion
of such
market practice
is not
administratively feasible
or that
no market
practice for
the
administration
of
such
rate
for
such
currency
exists,
in
such
other
manner
of
administration
as
the
Administrative Agent determines in consultation with the Company is
reasonably necessary in connection with
the administration of this Agreement and any other Loan Document).
“Dollar” and “$” mean lawful money of the United States.
“Dollar Equivalent”
means the Dollar Equivalent or any similar or analogous definition
in the Credit
Agreement.
“Eurocurrency Rate” means Eurocurrency Rate, LIBOR, Adjusted LIBOR
Rate, LIBOR Rate or any
similar or analogous definition in the Credit Agreement.
“Eurocurrency Rate Loans”
means a Loan that bears interest at a rate based on the Eurocurrency Rate.
“Euro Swing Line Rate” means Basic ESTR
“ESTR” means, in relation to any day:
(a)
the
Euro
short-term
rate
administered
by
the
European
Central
Bank
(or
any
other
person which takes
over the administration of
that rate) displayed (before
any correction, recalculation
or republication
by the
administrator) on
page “EUROSTR=”
of the
Thomson Reuters
screen (or
any
replacement Thomson Reuters page which displays that rate);
or
(b)
if the
rate otherwise
to be
determined by
clause (a)
is not
available for
ESTR for
any
day
the
applicable
ESTR
shall
the
equal
the
rate
notified
to
the
Administrative Agent
by
the
Swing
Line Lender as
soon as practicable,
and in any
event before interest is
due to be
paid in respect
of that
Swing Line
Loan, to
be that
which expresses
as
a percentage
rate per
annum the
cost to
the relevant
Swing
Line
Lender
of
funding
its
participation in
that
Swing
Line
Loan
for
that
day
from
whatever
source it may reasonably select;
provided that if
any day during
an Interest Period
for a Euro
Swing Line Rate
Loan is not
a TARGET
Day, ESTR on that day will be ESTR applicable on the immediately preceding TARGET Day.
“Interest Payment Date”
means, (a) as to any Affected Alternative Currency Daily Rate Loan, the last
Business Day of each calendar month and the applicable maturity date
set forth in