Benchmark Transition Event, which are referred to as the benchmark transition provisions, will thereafter apply to all determinations of the rate of interest payable on the Notes. In accordance with the benchmark transition provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the amount of interest that will be payable for each interest period will be an annual rate equal to the sum of the Benchmark Replacement (as defined herein) and the Margin specified herein. In the event that LIBOR or applicable Benchmark is not available on any determination date, then unless the Calculation Agent is notified of a replacement benchmark in accordance with the terms of Notes within three (3) London Business Days, the Calculation Agent shall use the interest rate in effect for the immediately prior interest period.
All percentages resulting from any calculation of any interest rate for the Notes will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 3.456789% (or .03456789) being rounded to 3.45679% (or .0345679)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). Any percentage resulting from any calculation of any interest rate for the Notes less than 0.00% will be deemed to be 0.00% (or .0000).
As used herein:
Calculation Agent means a banking institution or trust company appointed by the Company to act as calculation agent, initially U.S. Bank National Association.
LIBOR Business Day means any day on which dealings in deposits in U.S. Dollars are transacted in the London Inter-Bank Market.
LIBOR Interest Determination Date means (i) the second LIBOR Business Day preceding each LIBOR Rate Reset Date or (ii) March 5, 2021 in the case of the initial interest period.
London Business Day, means any day that, in the city of the principal Corporate Trust Office of the Trustee and in London, is neither a Saturday, Sunday, or legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close.
Absent willful misconduct, bad faith or manifest error, the calculation of the applicable interest rate for each interest period by the Calculation Agent, or in certain circumstances described below, by the Company or its designee will be final and binding on the Company, the Trustee, and the holders of the Notes.
Neither the Trustee, paying agent nor Calculation Agent shall be under any obligation (i) to monitor, determine or verify the unavailability or cessation of the Three-Month LIBOR Rate (or other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) to select, determine or designate any alternative reference rate or Benchmark Replacement, or other successor or