Common use of LIBOR Loans Clause in Contracts

LIBOR Loans. If, on or prior to any Interest Determination Date in respect of a Libor Loan, a Lender determines acting reasonably and in good faith (which determination is final, conclusive and binding upon the Borrower) that: (i) adequate and fair means do not exist for ascertaining the rate of interest on such Libor Loan; (ii) the cost to such Lender of making, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business for the applicable Libor Interest Period to make, fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender shall promptly notify the Agent, and the Agent shall promptly notify the Borrower in writing of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as to the substitute basis of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan on the date falling two (2) Business Days subsequent to such Interest Determination Date.

LIBOR Loans. If, on or 2.4.1 Borrower shall give to Agent irrevocable notice of a request for a LIBOR Loan by delivering a Notice of Borrowing by electronic mail transmission not later than three (3) Business Days prior to any Interest Determination Date in respect the date of a Libor the proposed LIBOR Loan. Notwithstanding the foregoing, a Lender determines acting reasonably and LIBOR Loan may be requested by telephone by an Authorized Signatory of Borrower, in good faith which case Borrower shall confirm such request by promptly delivering a Notice of Borrowing (which conforming to the preceding sentence) in person or by electronic mail transmission to Agent. Agent shall confirm its determination is final, conclusive and binding upon the Borrower) that: (i) adequate and fair means do not exist for ascertaining the rate of interest on such Libor Loan; (ii) the cost to such Lender of making, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business for the applicable Libor Interest Period to make, fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender shall promptly notify the Agent, and the Agent shall promptly notify the Borrower in writing LIBOR Basis as of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as to the substitute basis of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan on the date falling two (2) Business Days subsequent prior to the date of the requested LIBOR Loan. Each determination by Agent of a LIBOR Basis shall, absent manifest error, be deemed final, binding and conclusive upon Borrower. Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a LIBOR Loan purportedly made by an Authorized Signatory of Borrower, and Borrower hereby agrees to indemnify Agent from any loss, cost, expense or liability as a result of so acting, except for any such Interest Determination Dateloss, cost, expense or liability resulting from Agent’s gross negligence or willful misconduct. The LIBOR Loan Period for each LIBOR Loan shall be fixed at one, three, six or twelve months. 2.4.2 Each LIBOR Loan shall be in a principal amount of not less than $250,000 and in an integral multiple of $50,000 and (ii) the total aggregate principal amount of all LIBOR Loans outstanding at any one time shall not exceed the aggregate amount of the Commitments. 2.4.3 Unless Agent otherwise consents, at no time shall there be more than six (6) tranches of LIBOR Loans outstanding under the Revolving Commitment. 2.4.4 At least three (3) Business Days prior to (i) the last day of the LIBOR Loan Period for a LIBOR Loan or (ii) the requested date of a conversion of a Base Rate Loan to a LIBOR Loan, Borrower shall give written notice substantially in the form of Exhibit D (a “Request for Conversion/Continuation”) via electronic mail to Lender (which notice shall be irrevocable three (3) Business Days prior before the requested date of the applicable Loan) specifying (a) whether all or a portion of such LIBOR Loan outstanding on the last day of the LIBOR Loan Period is to be continued in whole or in part as a LIBOR Loan, in which case such notice shall also specify the LIBOR Loan Period that Borrower shall have selected for such new LIBOR Loan; provided, that if a Default or Event of Default has occurred and is continuing, Borrower shall not have the option to continue such LIBOR Loan as a new LIBOR Loan, (b) whether all or a portion of such LIBOR Loan outstanding on the last day of the LIBOR Loan Period is to be converted in whole or in part as a Base Rate Loan, or (c) whether all or a portion of such Base Rate Loan outstanding is to be converted in whole or in part as a LIBOR Loan, in which case such notice shall also specify the LIBOR Loan Period that Borrower shall have selected for such LIBOR Loan; provided, that if a Default or Event of Default has occurred and is continuing, Borrower shall not have the option to convert such Base Rate Loan as a LIBOR Loan; provided, that any such conversion or continuation described in clauses (a) and (b) above shall be in a principal amount of not less than $250,000 and in an integral multiple of $50,000. Upon the last day of such LIBOR Loan Period such LIBOR Loan will, subject to the provisions of this Agreement, be so repaid, converted or continued, as applicable.

LIBOR Loans. IfNotwithstanding anything to the contrary herein contained, on if at any time subsequent to the Borrower giving a Borrowing Notice, a Conversion Notice or prior a Rollover Notice to the Agent with regard to any Interest Determination Date in respect of a requested Libor Loan, a Lender determines acting reasonably and in good faith (which determination is final, conclusive and binding upon the Borrower) that: (i) the Agent, acting reasonably, determines that by reason of circumstances affecting the London Interbank Eurodollar Market, adequate and fair means do not exist for ascertaining the rate of interest on such Libor Loan; (ii) the cost to such Lender of makingwith respect to, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business at the rate determined hereunder to fund, a requested Libor Loan during the ensuing Libor Interest Period selected; (ii) the Agent, acting reasonably, determines that the making or continuing of the requested Libor Loan by the Lenders has been made impracticable by the occurrence of an event which materially adversely affects the London Interbank Eurodollar Market generally; or (iii) the Agent is advised by Lenders, acting reasonably, holding at least 35% of the Total Commitment and being not less than 35% in number of Lenders by written notice (each, a “Lender Libor Suspension Notice”), such notice to be received by the Agent no later than 2 p.m. (Toronto time) on the third Business Day prior to the date of the requested Drawdown, Rollover or Conversion, as applicable, that such Lenders have determined, acting reasonably, that Libor will not or does not represent the effective cost to such Lenders of U.S. Dollar deposits in the London Interbank Eurodollar Market for the relevant Libor Interest Period, then the Agent shall give notice thereof to the Lenders and the Borrower as soon as possible after such determination or receipt of such Lender Libor Suspension Notice, as applicable, and the Borrower shall, within one (1) Business Day after receipt of such notice and in replacement of the Borrowing Notice, Conversion Notice or Rollover Notice previously given by the Borrower, give the Agent a Borrowing Notice or a Conversion Notice, as applicable, which specifies the Drawdown of any other Accommodation or the Conversion of the relevant Libor Loan on the last day of the applicable Libor Interest Period into any other Accommodation which would not be affected by the notice from the Agent pursuant to makethis Section 11.4. In the event the Borrower fails to give, fund if applicable, a valid replacement Conversion Notice with respect to the maturing Libor Loans which were the subject of a Conversion Notice or maintain Rollover Notice, such maturing Libor Loan during such Loans shall be converted on the last day of the applicable Libor Interest Period; then, such Period into U.S. Base Rate Loans from the Lender shall promptly notify the Agent, and the Agent shall promptly notify as if a valid replacement Conversion Notice had been given by the Borrower in writing pursuant to the provisions hereof. In the event the Borrower fails to give, if applicable, a valid replacement Borrowing Notice with respect to a Drawdown originally requested by way of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated to provide such a Libor Loan. The , then the Borrower shall thereupon forthwith notify the Agent as be deemed to the substitute basis have requested a Drawdown by way of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan in the amount specified in the original Borrowing Notice and, on the date falling two originally requested Drawdown Date, the Lenders (2subject to the other provisions hereof) Business Days subsequent to such Interest Determination Dateshall make available the requested amount by way of a U.S. Base Rate Loan.

LIBOR Loans. If, on or If at any time prior to any Interest Determination Date in respect the commencement of a Libor Loan, a proposed Interest Period any Lender determines acting reasonably and in good faith (which determination is final, shall be conclusive and binding upon bind the Borrower) that: (ia) by reason of circumstances affecting the London interbank market, or any bank participants therein, adequate and fair means do not exist for ascertaining the rate of interest on such with respect to a Libor LoanLoan during the proposed Interest Period; (iib) deposits in the currency of any Libor Loan are not being offered to that Lender in the London interbank market in the ordinary course of business; (c) the cost to such making or continuing of the Rateable Share of that Lender of making, funding or maintaining such in any Libor Loan during the proposed Interest Period has been made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market; (d) LIBOR for the proposed Interest Period does not accurately reflect the effective cost to such that Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced of funding its Rateable Share in respect of such Libor Loan; (iii) the making or the continuation of such any Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect for the London interbank marketproposed Interest Period; or (ive) deposits in U.S. Dollars are not available the Agent is unable to such Lender in the London interbank market in sufficient amounts in the ordinary course of business determine LIBOR for the applicable Libor proposed Interest Period of the Libor Loan, (a "Libor Disruption Event"), then that Lender (the "Affected Lender") may give notice of such determination to makethe Agent who will promptly notify the Borrower. Thereafter, fund and until the Agent notifies the Borrower and the Affected Lender that the Libor Disruption Event no longer exists or maintain no longer applies, the Borrower's right to require such Affected Lender to make its Rateable Share of any such Libor Loan during such Libor Interest Period; then, such Lender available in the manner requested shall promptly notify the Agent, be suspended and the Agent Affected Lender shall, subject to Section 7.7, instead make its Rateable Share available by way of an advance in US Dollars which shall promptly notify bear interest payable in the Borrower in writing of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent same manner as to the substitute basis of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. any US Base Rate Loan on the date falling two (2) Business Days subsequent to such Interest Determination DateLoan.

LIBOR Loans. IfThe following provisions are applicable to LIBOR Loans made by the Bank to the Borrower: Drawdown Procedures (a) Upon receipt by the Bank from the Borrower of a Drawdown Notice, on Conversion Notice or prior to any Interest Determination Date Rollover Notice in respect of a Libor LoanLIBOR Loan in accordance with Section 7.02(a), a Lender determines acting reasonably and in good faith (which determination is final, conclusive and binding upon the Borrower) that: (i) adequate and fair means do not exist for ascertaining Bank will forthwith advise the rate Borrower of interest on such Libor Loan; (ii) the cost to such Lender of making, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business for the applicable Libor Interest Period to make, fund or maintain such Libor Loan during such Libor Interest Period; thenLIBO Rate, such Lender shall promptly notify the Agentrate to be determined as at approximately 11:00 a.m. London, and the Agent shall promptly notify the Borrower in writing of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as to the substitute basis of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the AgentEngland time, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan on the date falling two (2) Business Days subsequent before the commencement of the LIBOR Period for such LIBOR Loan. If the Bank determines that Eurodollar deposits for the relevant amount and LIBOR Period requested by the Borrower are not being or will not be offered to the Bank in the LIBOR Market or if for any other reason the Bank is unable to determine the applicable LIBO Rate or if for any reason the LIBOR Period requested by the Borrower is not reasonably available to the Bank, then the Bank shall notify the Borrower of the foregoing and the Bank shall not be obliged to make the requested LIBOR Loan; and if such determination takes place after the Bank has already made an Advance in the expectation that such Advance will constitute a LIBOR Loan for the LIBOR Period requested, the Bank may by written notice to the Borrower require the Borrower to select another LIBOR Period or convert the said LIBOR Loan into a U.S. Dollar Loan. (b) Interest Determination Datein respect of any LIBOR Loan shall be calculated on the basis of a year of three hundred and sixty (360) days. Interest in respect of any LIBOR Loan with a LIBOR Period of between thirty (30) and ninety (90) days (inclusive) shall be payable at the time the principal amount of such LIBOR Loan is payable. Interest in respect of any LIBOR Loan with a LIBOR Period longer than ninety (90) days shall be payable in arrears every ninety (90) days commencing on the 90th day following the commencement of such LIBOR Period, and also at the time the principal amount of such LIBOR Loan is payable.

LIBOR Loans. If, The Borrower may request LIBOR Loans on or prior to any Interest Determination Date in respect of a Libor Loan, a Lender determines acting reasonably the following terms and in good faith (which determination is final, conclusive and binding upon the Borrower) thatconditions: (a) The Borrower may elect, subsequent to the Closing Date and from time to time thereafter, provided no Default or Event of Default has occurred which is continuing (i) adequate and fair means do not exist for ascertaining to request any United States dollar based loan made hereunder to be a LIBOR Loan as of the rate date of interest on such Libor Loan; loan, or (ii) to convert US Base Rate Loans to LIBOR Loans, and may elect from time to time to convert LIBOR Loans to US Base Rate Loans by giving the cost Agent at least 3 Business Days' prior written irrevocable notice of such election, provided that any such conversion of LIBOR Loans to US Base Rate Loans shall only be made, subject to the second following sentence, on the last day of an Interest Period with respect thereto. If the last day of an Interest Period with respect to a loan that is to be converted is not a Business Day, then such conversion shall be made on the next succeeding Business Day, and during the period from such last day of an Interest Period to such Lender succeeding Business Day, such loan shall bear interest as if it were a US Base Rate Loan. All or any part of makingUS Base Rate Loans then outstanding may be converted to LIBOR Loans as provided herein, funding provided that partial conversions shall be in multiples in an aggregate principal amount of $1,000,000 or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan;more. There shall be no more than 5 LIBOR Loans outstanding at any one time. (iiib) Any LIBOR Loans may be continued as such upon the making expiration of an Interest Period, provided the Borrower so notifies the Agent in writing, at least 2 Business Days' prior to the expiration of said Interest Period, and provided further that no LIBOR Loan may be continued as such upon the occurrence and continuance of an Event of Default under this Agreement, but shall be automatically converted to a US Base Rate Loan on the last day of the Interest Period during which any such event occurred. Absent such notification, LIBOR Rate Loans shall convert to US Base Rate Loans on the last day of the applicable Interest Period. Each notice of election, conversion or continuation furnished by the Borrower pursuant hereto shall specify whether such election, conversion or continuation is for a period of such Libor Loan 1, 2 or a portion of such Libor Loan by such 3 months. Notwithstanding anything to the contrary contained herein, neither the Agent nor any Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) shall be required to purchase United States dollar deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business for the or from any other applicable Libor Interest Period LIBOR Rate market or source or otherwise “match fund'' to makefund LIBOR Rate Loans, fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender but any and all provisions hereof relating to LIBOR Rate Loans shall promptly notify the Agent, and be deemed to apply as if the Agent shall promptly notify the Borrower in writing of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated (and any participant, if applicable) had purchased such deposits to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as to the substitute basis of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base fund any LIBOR Rate Loan on the date falling two (2) Business Days subsequent to such Interest Determination DateLoans.

LIBOR Loans. If, on or 2.4.1 Borrower shall give to Agent irrevocable notice of a request for a LIBOR Loan by delivering a Notice of Borrowing by electronic mail transmission not later than three (3) Business Days prior to any Interest Determination Date in respect the date of a Libor the proposed LIBOR Loan. Notwithstanding the foregoing, a Lender determines acting reasonably and LIBOR Loan may be requested by telephone by an Authorized Signatory of Borrower, in good faith which case Borrower shall confirm such request by promptly delivering a Notice of Borrowing (which conforming to the preceding sentence) in person or by electronic mail transmission to Agent. Agent shall confirm its determination is final, conclusive and binding upon the Borrower) that: (i) adequate and fair means do not exist for ascertaining the rate of interest on such Libor Loan; (ii) the cost to such Lender of making, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business for the applicable Libor Interest Period to make, fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender shall promptly notify the Agent, and the Agent shall promptly notify the Borrower in writing LIBOR Basis as of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as to the substitute basis of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan on the date falling two (2) Business Days subsequent prior to the date of the requested LIBOR Loan. Each determination by Agent of a LIBOR Basis shall, absent manifest error, be deemed final, binding and conclusive upon Borrower. Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for a LIBOR Loan purportedly made by an Authorized Signatory of Borrower, and Borrower hereby agrees to indemnify Agent from any loss, cost, expense or liability as a result of so acting, except for any such Interest Determination Dateloss, cost, expense or liability resulting from Agent’s gross negligence or willful misconduct . The LIBOR Loan Period for each LIBOR Loan shall be fixed at one, three, six or twelve months. 2.4.2 Each LIBOR Loan shall be in a principal amount of not less than $250,000 and in an integral multiple of $50,000 and (ii) the total aggregate principal amount of all LIBOR Loans outstanding at any one time shall not exceed the Revolving Commitment. 2.4.3 Unless Agent otherwise consents, at no time shall there be more than six (6) tranches of LIBOR Loans outstanding under the Revolving Commitment. 2.4.4 At least three (3) Business Days prior to (i) the last day of the LIBOR Loan Period for a LIBOR Loan or (ii) the requested date of a conversion of a Base Rate Loan to a LIBOR Loan, Borrower shall give written notice substantially in the form of Exhibit D via electronic mail to Lender (which notice shall be irrevocable three (3) Business Days prior before the requested date of the applicable Loan) specifying (a) whether all or a portion of such LIBOR Loan outstanding on the last day of the LIBOR Loan Period is to be continued in whole or in part as a LIBOR Loan, in which case such notice shall also specify the LIBOR Loan Period that Borrower shall have selected for such new LIBOR Loan; provided, that if a Default or Event of Default has occurred and is continuing, Borrower shall not have the option to continue such LIBOR Loan as a new LIBOR Loan, (b) whether all or a portion of such LIBOR Loan outstanding on the last day of the LIBOR Loan Period is to be converted in whole or in part as a Base Rate Loan, or (c) whether all or a portion of such Base Rate Loan outstanding is to be converted in whole or in part as a LIBOR Loan, in which case such notice shall also specify the LIBOR Loan Period that Borrower shall have selected for such LIBOR Loan; provided, that if a Default or Event of Default has occurred and is continuing, Borrower shall not have the option to convert such Base Rate Loan as a LIBOR Loan; provided, that any such conversion or continuation described in clauses (a) and (b) above shall be in a principal amount of not less than $250,000 and in an integral multiple of $50,000. Upon the last day of such LIBOR Loan Period such LIBOR Loan will, subject to the provisions of this Agreement, be so repaid, converted or continued, as applicable.

LIBOR Loans. If(a) Any Revolving Loan made under this ----------- Article II will, on except as provided in this Section 2.08, be a Floating Rate Loan. Subject to the conditions set forth in this Agreement, the Borrower may elect that any Revolving Loan to be made under Section 2.01 will be made as a LIBOR Loan. Such election shall be made by the Borrower giving to the Bank a written or facsimile notice (a "Fixed Rate Borrowing Notice") containing the information described below, which Fixed Rate Borrowing Notice must be received by the Bank not later than 12:00 noon (New York time) three Business Days prior to any Interest Determination Date in respect the date of the proposed borrowing. Each Fixed Rate Borrowing Notice must state that a Libor LoanLIBOR Loan is being requested, a Lender determines acting reasonably specify the amount of the proposed LIBOR Loan requested and in good faith (which determination is final, conclusive and binding upon specify the Borrower) that: (i) adequate and fair means do not exist for ascertaining duration of the rate of interest on such Libor Loan; (ii) the cost to such Lender of making, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business for the applicable Libor Interest Period to make, fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender shall promptly notify the Agent, and the Agent shall promptly notify the Borrower in writing of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as to the substitute basis of Borrowing available under this Agreement which it has selected for such Libor Revolving Loan. Any Fixed Rate Borrowing Notice shall, upon receipt by the Bank, become irrevocable and binding on the Borrower. If the Borrower has shall submit a Fixed Rate Borrowing Notice and shall then fail for any reason to borrow the LIBOR Loan described therein, the Borrower shall, upon submission by the Bank of a Bank Certificate with respect thereto, forthwith indemnify the Bank against any loss or expense incurred by the Bank as a result of any such failure by the Borrower, including, without limitation, any loss or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Bank to fund or maintain the requested LIBOR Rate Revolving Loan. Each such LIBOR Rate Revolving Loan will mature and be due and payable in full on the last day of the Interest Period applicable thereto. The principal amount of any such LIBOR Rate Revolving Loan so repaid may be reborrowed as a new LIBOR Rate Revolving Loan to the extent and on the terms and conditions contained in this Agreement by delivery to the Bank of a new Fixed Rate Borrowing Notice conforming to the requirements set forth above in this Section 2.08 or, to the extent and on the terms and conditions contained in this Agreement, may be reborrowed as a Floating Rate Revolving Loan (and any LIBOR Rate Revolving Loan not so notified repaid and not so reborrowed as a new LIBOR Rate Revolving Loan will be deemed to have been so reborrowed as a Floating Rate Revolving Loan). (b) In addition to the Agentforegoing, the Borrower may elect that all or any portion of the Term Loan (provided that such Libor Loan shall automatically portion is in the principal amount of $500,000 or an integral multiple of $100,000 in excess of $500,000) be made as or converted to a U.S. Base LIBOR Loan. Such election shall be made by the Borrower giving to the Bank a written or facsimile notice (a "Fixed Rate Loan on Conversion Notice") containing the date falling two information described below, which Fixed Rate Conversion Notice must be received by the Bank not later than 12:00 noon (2New York Time) three (3) Business Days subsequent prior to the date of the proposed conversion. Each Fixed Rate Conversion Notice must state that a conversion to a LIBOR Loan is requested, specify the amount of the relevant LIBOR Loan and specify the duration of the Interest Period selected. At the end of any Interest Period applicable to all or any portion of the Term Loan, the Term Loan (or such Interest Determination Dateportion) shall become a Floating Rate Loan, subject to the Borrower's right to again convert same to a LIBOR Loan pursuant to the provisions of this Subsection 2.08(b). (c) Any request for a LIBOR Rate Revolving Loan and any election to convert all or any portion of the Term Loan to a LIBOR Loan may be made on behalf of the Borrower only by a duly authorized officer; provided, however, that the Bank may conclusively rely upon any written or facsimile communication received from any individual whom the Bank believes in good faith to be such a duly authorized officer.

LIBOR Loans. If, on or prior to any Interest Determination Date (a) If the Agent determines in respect of a Libor Loan, a Lender determines acting reasonably and (which determination shall be made in good faith (which determination is final, and shall be conclusive and binding upon binding) in connection with any request for a LIBOR Loan or a conversion or continuation thereof that (a) U.S. Dollar deposits are not being offered to banks in the Borrower) that: (i) applicable offshore U.S. Dollar market for the applicable amount and LIBOR Interest Period of such LIBOR Loan, or adequate and fair reasonable means do not exist for ascertaining determining the rate of interest on LIBOR Rate for such Libor LIBOR Loan; , or (iib) if the Majority Lenders determine and notify the Agent that the LIBOR Rate for such LIBOR Loan does not adequately and fairly reflect the cost to such Lender Lenders of makingfunding such LIBOR Loan, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business for the applicable Libor Interest Period to make, fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender shall promptly notify the Agent, and then the Agent shall promptly notify the Borrower in writing and all Lenders. Thereafter, the obligation of the Lenders to make or maintain RBC – AltaLink (AILP) – 2016 Credit Agreement LIBOR Loans shall be suspended until the Agent revokes such notice. Upon receipt of such determination setting forth notice of suspension, the basis Borrower may revoke any pending request for a LIBOR Loan, or conversion or continuation of a LIBOR Loan, or, failing that, will be deemed to have converted such determination and such Lender shall not thereafter be obligated to provide such Libor Loan. request into a request for a U.S. Base Rate Loan in the amount specified therein. (b) The Borrower shall thereupon forthwith notify give the Agent as notice in writing not later than 10:00 a.m. on the third Business Day prior to the substitute basis expiry of Borrowing available under this Agreement the LIBOR Interest Period in respect of a LIBOR Loan specifying the new LIBOR Interest Period (if the LIBOR Loan is to be renewed) or the Accommodation into which it has selected for the LIBOR Loan will be converted on such Libor Loan. expiry. (c) If no notice is given by the Borrower has not so notified as provided in clause (a) or (b) above, the Agent, such Libor LIBOR Loan shall will be automatically be made as or converted on the expiration of the then applicable LIBOR Interest Period to a U.S. Base Rate Loan, without prejudice to the Lenders’ rights in respect of the failure to give the notice and whether or not a Default or Event of Default has occurred, in the principal amount of the funds required to be provided to the Agent for the account of the Lenders pursuant to this Section. (d) If any LIBOR Loan is outstanding on the Demand Date or the Maturity Date, the Borrower shall on such date falling two pay to the Agent for the account of the Lenders at the Branch in U.S. Dollars an amount equal to the principal amount of such LIBOR Loan. (2e) Business Days subsequent All funds received by the Agent pursuant to clause (d) shall be held by the Agent for set-off on the maturity date of the LIBOR Loan against the liability of the Borrower to the Lenders in respect of such Interest Determination LIBOR Loan and, until then, shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Agent, for a term corresponding to the maturity date of the applicable LIBOR Loan and shall bear interest at the rate payable by the Agent on deposits of similar currency, amount and maturity. The balance of all such funds (together with interest thereon) held by the Agent will be applied to repayment of all debts and liabilities of the Borrower to the Lenders under this Agreement and the Loan Documents and following repayment of all such debts and liabilities any amount remaining shall be paid to the Borrower or as otherwise required by law. (f) Each Lender shall advance its Applicable Percentage of each LIBOR Loan in accordance with the following provisions: (i) the Agent shall advise each Lender of its receipt of a notice from a Borrower pursuant to Section 2.5 on the day such notice is received and shall, as soon as possible, advise each Lender of the amount of its Applicable Percentage of any Borrowing by way of LIBOR Loan requested by the notice; (ii) each Lender shall deliver its share of the Borrowing to the Agent’s Account at the Branch not later than 11:00 a.m. on the Borrowing Date.; and (iii) when the Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met, it shall advance to the Borrower the amount delivered by each Lender by wiring such amount to the account of the Borrower, but if the conditions precedent to the Borrowing are not met by 2:30 p.m. on the Borrowing Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the LIBOR Loan is advanced. RBC – AltaLink (AILP) – 2016 Credit Agreement

LIBOR Loans. IfNotwithstanding anything to the contrary herein contained, on if at any time subsequent to the Borrower giving a Borrowing Notice, a Conversion Notice or prior a Rollover Notice to the Agent with regard to any Interest Determination Date in respect of a requested Libor Loan, a Lender determines acting reasonably and in good faith (which determination is final, conclusive and binding upon the Borrower) that: (i) the Agent, acting reasonably, determines that by reason of circumstances affecting the London Interbank Eurodollar Market, adequate and fair means do not exist for ascertaining the rate of interest on such Libor Loan; (ii) the cost to such Lender of makingwith respect to, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business at the rate determined hereunder to fund, a requested Libor Loan during the ensuing Libor Interest Period selected; (ii) the Agent, acting reasonably, determines that the making or continuing of the requested Libor Loan by the Lenders has been made impracticable by the occurrence of an event which materially adversely affects the London Interbank Eurodollar Market generally; or (iii) the Agent is advised by Lenders, acting reasonably, holding at least 35% of the Total Commitment and being not less than 35% in number of Lenders by written notice (each, a "Lender Libor Suspension Notice"), such notice to be received by the Agent no later than 2 p.m. (Toronto time) on the third Business Day prior to the date of the requested Drawdown, Rollover or Conversion, as applicable, that such Lenders have determined, acting reasonably, that Libor will not or does not represent the effective cost to such Lenders of U.S. Dollar deposits in the London Interbank Eurodollar Market for the relevant Libor Interest Period, then the Agent shall give notice thereof to the Lenders and the Borrower as soon as possible after such determination or receipt of such Lender Libor Suspension Notice, as applicable, and the Borrower shall, within one (1) Business Day after receipt of such notice and in replacement of the Borrowing Notice, Conversion Notice or Rollover Notice previously given by the Borrower, give the Agent a Borrowing Notice or a Conversion Notice, as applicable, which specifies the Drawdown of any other Accommodation or the Conversion of the relevant Libor Loan on the last day of the applicable Libor Interest Period into any other Accommodation which would not be affected by the notice from the Agent pursuant to makethis Section 11.4. In the event the Borrower fails to give, fund if applicable, a valid replacement Conversion Notice with respect to the maturing Libor Loans which were the subject of a Conversion Notice or maintain Rollover Notice, such maturing Libor Loan during such Loans shall be converted on the last day of the applicable Libor Interest Period; then, such Period into U.S. Base Rate Loans from the Lender shall promptly notify the Agent, and the Agent shall promptly notify as if a valid replacement Conversion Notice had been given by the Borrower in writing pursuant to the provisions hereof. In the event the Borrower fails to give, if applicable, a valid replacement Borrowing Notice with respect to a Drawdown originally requested by way of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated to provide such a Libor Loan. The , then the Borrower shall thereupon forthwith notify the Agent as be deemed to the substitute basis have requested a Drawdown by way of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan in the amount specified in the original Borrowing Notice and, on the date falling two originally requested Drawdown Date, the Lenders (2subject to the other provisions hereof) Business Days subsequent to such Interest Determination Dateshall make available the requested amount by way of a U.S. Base Rate Loan.

LIBOR Loans. IfEach LIBOR Loan made by the Banks shall bear interest on the unpaid principal amount thereof from the date such Loan is made until maturity (whether by acceleration or otherwise) equal to the sum of the Adjusted LIBOR plus the Applicable LIBOR Margin as set forth on ANNEX A, and in all cases the Applicable LIBOR Margin shall fluctuate in accordance with the Funded Debt to EBITDA Ratio as set forth on or prior ANNEX A. The Applicable LIBOR Margin effective as of the Closing Date until receipt by the Agent of quarterly financial statements for the period ended December 30, 2000 will be at Level I on ANNEX A. SECTION 3.1 (c) is amended by adding the following to any the end of the paragraph: "Interest Determination Date rate adjustments resulting from changes in respect the Funded Debt to EBITDA Ratio shall be made without notice to the Borrower, based on such ratio as of the end of a Libor Loan, Fiscal Quarter. The applicable interest rate shall be reduced to a Lender determines acting reasonably specified level only in the event (A) no Default or Event of Default exists as of the date of determination and in good faith (which determination is final, conclusive B) the required Funded Debt to EBITDA Ratio has been satisfied. All adjustments shall be determined by the Agent and binding upon the Borrower) thatshall be effective as follows: (ia) adequate the Agent shall make its interest rate determination within twenty (20) Business Days of the receipt by the Agent (the "Review Period") of the Borrower's consolidated quarterly financial statements and fair means do not exist for ascertaining Compliance Certificate indicating that an adjustment in the rate of interest on such Libor LoanApplicable LIBOR Margin is warranted; (iib) any reduction or increase in the cost to such Lender of making, funding or maintaining such Libor Loan does not accurately reflect Applicable LIBOR Margin after the Review Period shall be effective cost to such Lender thereof and on the costs to such Lender are increased or first day following the income receivable interest rate determination by such Lender is reduced in respect of such Libor Loan;the Agent; and (iiic) if any financial statements necessary for calculation of the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits Funded Debt to EBITDA Ratio provided for in U.S. Dollars this Section 3.1 are not available delivered to the Agent within the time periods specified in Section 6.2, and such Lender statements when ultimately delivered give rise to an increase in the London interbank market in sufficient amounts in the ordinary course of business for the applicable Libor Interest Period to make, fund or maintain such Libor Loan during such Libor Interest Period; thenApplicable LIBOR Margin, such Lender increase shall promptly notify the Agent, and the Agent shall promptly notify the Borrower in writing of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as retroactive to the substitute basis of Borrowing available under this Agreement which it has selected for date such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically financial statements were required to be made as or converted delivered pursuant to a U.S. Base Rate Loan on the date falling two (2) Business Days subsequent to such Interest Determination DateSection 6.2.

LIBOR Loans. If(a) Subject to the provisions of Section 2.7(b) and provided no Default or Event of Default exists, on Borrower from time to time may elect to have all or a portion of the Principal Balance bear or continue to bear interest determined by reference to a LIBOR Rate for an Interest Period. Such election shall be exercised by delivery of a LIBOR Election Notice to Agent by facsimile transmission to ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Chevy Chase, Maryland 20815, Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇, Attention: Corporate Finance Group, Portfolio Manager, not later than 1:00 p.m. (New York City time) at least three (3) Business Days prior to any the Business Day on which the requested Interest Determination Date in respect of a Libor Loan, a Lender determines acting reasonably and in good faith Period will commence. Agent shall determine (which determination is finalshall, conclusive absent manifest error, be presumptively correct) the LIBOR Rate applicable to the relevant LIBOR Loan on the applicable Interest Rate Determination Date and binding upon promptly shall give notice thereof to Borrower. Any LIBOR Election Notice received by Agent shall be irrevocable. Upon the Borrower) that:expiration of an Interest Period the applicable LIBOR Loan shall be converted to and become a Prime Rate Loan unless such LIBOR Loan has been continued as a LIBOR Loan in accordance with this Section 2.7(a). (ib) Each LIBOR Loan shall be in an amount not less than $100,000 or integral multiples of $100,000 in excess thereof. At no time shall more than six (6) LIBOR Loans be in effect. (c) If prior to the commencement of any Interest Period, Agent determines that Dollar deposits of the relevant amount for the relevant Interest Period are not available in the London interbank eurodollar market or the rate at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to Lenders of maintaining a LIBOR Rate for such Interest Period, or that the making or funding of LIBOR Loans has become impracticable as a result of an event occurring after the Closing Date which in the opinion of Agent materially affects such Loans, or that by reason of circumstances affecting such market, adequate and fair reasonable means do not exist for ascertaining the rate LIBOR Rate applicable to such Interest Period, Agent promptly shall give notice of interest on such Libor Loan; determination to Borrower and, so long as such circumstances shall continue, (i) no Lender Party shall be under any obligation to make or convert any Prime Rate Loans into LIBOR Loans and (ii) on the last day of the current Interest Period for each LIBOR Loan, such LIBOR Loan, unless then repaid in full, automatically shall convert to a Prime Rate Loan. (d) In the event that by reason of a change in any law, regulation or requirement or interpretation thereof by any Governmental Authority, or, after the date hereof, the imposition of any requirement of any such Governmental Authority, whether or not having the force of law, including the imposition of any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Requirements), any Lender Party shall be subjected to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of any Lender Party) and if any such measures shall result in an increase in the cost to any Lender Party of maintaining any LIBOR Loan or in a reduction in the amount of principal or interest receivable by any Lender Party in respect thereof, then Borrower shall pay to Agent, for the benefit of Lenders, within ten (10) days after receipt of a notice from Agent (which notice shall be accompanied by a statement in reasonable detail setting forth the basis for the calculation thereof, which calculation, in the absence of manifest error, shall be presumptively correct, and a copy of such notice concurrently therewith shall be delivered to each Lender), an amount equal to such increased cost or reduced amount, provided that Borrower shall not be obligated to pay any such increased cost or reduced amount which accrued prior to the day which is 180 days prior to the date upon which Agent first makes demand therefor. (e) If at any time a change in any law, treaty or regulation, or any interpretation thereof by any Governmental Authority, shall make it (or, in the good faith judgment of such Lender Party cause a substantial question as to whether it is) unlawful for any Lender Party to make, maintain or fund its share of makingany LIBOR Loan, funding or maintaining then, upon the occurrence of such Libor Loan does not accurately reflect the effective cost to such Lender event, Agent shall notify Borrower thereof and thereupon (i) no Lender Party shall be under any obligation to make or convert any Prime Rate Loans into LIBOR Loans and (ii) on the costs last day of the current Interest Period for each LIBOR Loan (or, in any event, on such earlier date as may be required by the relevant law, treaty, regulation or interpretation thereof), such LIBOR Loan, unless then repaid in full, automatically shall convert to such a Prime Rate Loan. (f) In addition to any other payments payable by Borrower to the Lender are increased or Parties pursuant to the income receivable Loan Documents, Borrower shall indemnify and reimburse each Lender Party on demand for any expense which any Lender Party may sustain, including without limitation, any expense resulting from their contractual obligations in connection with applicable Dollar deposits, as a consequence of (i) any withdrawal by such Lender is reduced Borrower of any LIBOR Election Notice before it becomes effective, (ii) any failure by Borrower to borrow the amount set forth in respect of such Libor Loan; any LIBOR Election Notice on the date specified therefor, (iii) the making or the continuation any failure of such Libor Borrower to make any payment when due of any amount payable with respect to any LIBOR Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are any prepayment of any LIBOR Loan prior to the expiration of the Interest Period applicable thereto. Such expense shall be deemed to include an amount determined by Agent to be the excess, if any, of (x) the amount of interest which would have accrued on the principal amount of such LIBOR Loan had such event not available occurred, at the LIBOR Rate that would have been applicable to such Lender LIBOR Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, for the period that would have been the Interest Period for such LIBOR Loan), over (y) the amount of interest which would accrue on such principal amount for such period at the interest rate which Agent would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the London interbank market eurodollar market. (g) Each Lender Party may, if it so elects, fulfill its commitment as to any LIBOR Loan by causing a foreign branch or Affiliate of such Lender Party to make such Loan; provided that in sufficient amounts in the ordinary course of business such event for the applicable Libor purposes of this Agreement such Loan shall be deemed to have been made by such Lender Party and the obligation of Borrower to repay such Loan shall nevertheless be to the Lender Party and shall be deemed held by it, to the extent of such Loan, for the account of such branch or Affiliate. (h) Notwithstanding any provision of this Agreement to the contrary, each Lender Party shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender Party actually had funded and maintained each LIBOR Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding to make, fund or maintain such Libor Loan during Interest Period and bearing an interest rate equal to the LIBOR Rate for such Libor Interest Period; then. (i) Determinations and statements of any Lender Party pursuant to Sections 2.7(c), such (d), (e) and (f) shall be conclusive absent demonstrable error. Each Lender shall promptly notify the AgentParty may use reasonable averaging and attribution methods in determining compensation under Sections 2.7(d) and (f), and the Agent shall promptly notify the Borrower in writing provisions of such determination setting forth Sections shall survive the basis repayment of such determination the Obligations and such Lender shall not thereafter be obligated to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as to termination of the substitute basis of Borrowing available under Commitments and this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan on the date falling two (2) Business Days subsequent to such Interest Determination DateAgreement.

LIBOR Loans. If, on or prior (a) LIBOR Loans shall only be made available to any Interest Determination Date in respect of a Libor Loan, a Lender the Borrower to the extent the Agent determines acting reasonably and (which determination shall be made in good faith and shall be conclusive and binding) that U.S. Dollars are available to the Lenders on the London interbank eurocurrency market. The Agent will use all reasonable efforts to coordinate the obtaining of U.S. Dollars on the London interbank eurocurrency market and to quote LIBOR Rates on request of the Borrower from time to time. If at any time prior to the proposed commencement of a LIBOR Interest Period the Agent shall determine (which determination is final, shall be made in good faith and shall be conclusive and binding upon binding) that by reason of circumstances affecting the Borrower) that: London interbank eurocurrency market or the position of the Majority Lenders therein (i) adequate and fair reasonable means do not exist for ascertaining the rate of interest on LIBOR Rate to be applicable during such Libor Loan; LIBOR Interest Period, (ii) the proposed LIBOR Rate does not adequately and fairly reflect the cost to such Lender the Lenders of making, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased LIBOR Loans, or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars for such LIBOR Interest Period are not readily available to such Lender the Lenders, as the case may be, in the London interbank market in sufficient amounts in the ordinary course of business for the applicable Libor Interest Period to makeeurocurrency market, fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender shall promptly notify the Agent, and then the Agent shall promptly notify give notice thereof to the Borrower in writing of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated prior to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as to the substitute basis of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan 10:30 a.m. on the date falling day which is two (2) Business Days subsequent in advance of the proposed commencement of such LIBOR Interest Period, and such Loan, if not then outstanding as a LIBOR Loan, shall not be made and, if then outstanding as a LIBOR Loan, the Borrower shall then give a Borrowing Notice in accordance with Section 2.4 converting the LIBOR Loan on the expiration of the then applicable LIBOR Interest Period to another Accommodation. (b) The Borrower shall give the Agent notice in writing not later than 10:00 a.m. on the third Business Day prior to the expiry of the LIBOR Interest Period in respect of a LIBOR Loan specifying the new LIBOR Interest Period (if the LIBOR Loan is to be renewed) or the Accommodation into which the LIBOR Loan will be converted on such expiry. (c) If no notice is given by the Borrower as provided in paragraph (a) or (b) above, the LIBOR Loan will be automatically converted on the expiration of the then applicable LIBOR Interest Determination Period to a U.S. Base Rate Loan, without prejudice to the Lenders’ rights in respect of the failure to give the notice and whether or not a Default or Event of Default has occurred, in the principal amount of the funds required to be provided to the Agent for the account of the Lenders pursuant to this Section. (d) If any LIBOR Loan is outstanding on the Demand Date or the Maturity Date, the Borrower shall on such date pay to the Agent for the account of the Lenders at the Branch in U.S. Dollars an amount equal to the principal amount of such LIBOR Loan. (e) All funds received by the Agent pursuant to paragraph (d) shall be held by the Agent for set-off on the maturity date of the LIBOR Loan against the liability of the Borrower to the Lenders in respect of such LIBOR Loan and, until then, shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Agent, for a term corresponding to the maturity date of the applicable LIBOR Loan and shall bear interest at the rate payable by the Agent on deposits of similar currency, amount and maturity. The balance of all such funds (together with interest thereon) held by the Agent will be applied to repayment of all debts and liabilities of the Borrower to the Lenders under this Agreement and the Credit Documents and following repayment of all such debts and liabilities any amount remaining shall be paid to the Borrower or as otherwise required by law. (f) Each Lender shall advance its Proportionate Share of each LIBOR Loan in accordance with the following provisions: (i) the Agent shall advise each Lender of its receipt of a notice from a Borrower pursuant to Section 2.4 on the day such notice is received and shall, as soon as possible, advise each Lender of the amount of its Proportionate Share of any Borrowing by way of LIBOR Loan requested by the notice; (ii) each Lender shall deliver its share of the Borrowing to the Agent’s Account at the Branch not later than 11:00 a.m. on the Borrowing Date; (iii) when the Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met, it shall advance to the Borrower the amount delivered by each Lender by crediting the Borrower’s Account, but if the conditions precedent to the Borrowing are not met by 2:30 p.m. on the Borrowing Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the LIBOR Loan is advanced; and (iv) if the Agent determines that the amount of a Lender’s Proportionate Share of the LIBOR Loan would not be a whole multiple of One Hundred Thousand U.S. Dollars (U.S.$100,000), the amount to be advanced by that Lender may be increased or reduced by the Agent in its sole discretion to the nearest whole multiple of One Hundred Thousand U.S. Dollars (U.S.$100,000).

LIBOR Loans. If(A) With respect to the Revolving Loan, on or each LIBOR Contract Loan shall be in the minimum amount of One Hundred Thousand and no/100 Dollars ($100,000.00), with increments of One Hundred Thousand and no/100 Dollars ($100,000.00) thereafter. Not more than five (5) nor less than two (2) Business Days prior to the requested date of any Interest Determination Date in respect of borrowing at or conversion to a Libor LIBOR Loan, Borrower shall deliver to Lender an irrevocable written or telephonic notice setting forth (1) the requested date and amount of such LIBOR Loan, (2) the Interest Period applicable thereto, and (3) with respect to the Revolving Loan, whether the LIBOR Loan is a Daily Rate LIBOR Loan or a LIBOR Contract Loan. Unless Borrower notifies Lender determines acting reasonably to the contrary, upon the expiration of any applicable Interest Period for a LIBOR Contract Loan, such LIBOR Loan shall automatically convert to an Index Rate Loan, with respect to the Revolving Loan, or a new LIBOR Contract Loan with a 30 day Interest Period, with respect to Term Loan A. Each Daily LIBOR Rate Loan shall continue until such time as Borrower elects to convert such Daily LIBOR Rate Loan into an Index Rate Loan or a LIBOR Contract Loan in accordance with the terms hereof. Borrower shall not (x) request a LIBOR Contract Loan for an Interest Period that expires on any date after the repayment date of all or any portion of such LIBOR Contract Loan, (y) request, nor permit to be in effect, more than five (5) LIBOR Loans at any time, nor (z) prepay any LIBOR Contract Loan unless Borrower pays to Lender all breakage costs incurred by Lender as a result of such prepayment. If Borrower pays any LIBOR Contract Loan on any day other than the last day of the Interest Period, then Borrower shall pay to Lender all of Lender’s costs, fees and expenses incurred in connection therewith, including, without limitation, charges or costs associated with changing LIBOR Rates prior to the expiration of their scheduled Interest Period. Lender’s determination of such breakage costs shall be conclusive absent manifest error. (B) If Lender determines, in good faith (which determination is finalshall be conclusive, conclusive absent manifest error), prior to the commencement of any Interest Period that (1) U.S. Dollar deposits of sufficient amount and binding upon maturity for funding the BorrowerLIBOR Loans are not available to Lender in the London Interbank Eurodollar market in the ordinary course of business, or (2) that: (i) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest on such Libor Loan; (ii) to be applicable to the cost Loans requested by Borrower to such Lender of making, funding be LIBOR Loans or maintaining such Libor Loan does the LIBOR Loans shall not accurately reflect represent the effective cost pricing to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect for U.S. Dollar deposits of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business comparable amount for the applicable Libor Interest Period relevant period (such as, for example, but not limited to, official reserve requirements required by Regulation D to makethe extent not given effect in determining the rate), fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender shall promptly notify Borrower and all existing LIBOR Loans shall convert to Index Rate Loans upon the Agentend of the applicable Interest Period. Thereafter, no additional LIBOR Loans shall be made until such circumstances are cured. (C) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a “Regulatory Change”), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Loans, then Lender shall promptly notify Borrower thereof, and the Agent LIBOR Loans shall promptly notify convert to Index Rate Loans upon the end of the applicable Interest Period or on such earlier date as required by law. Thereafter, no additional LIBOR Loans shall be made until such circumstance is cured. (D) If any Regulatory Change (whether or not having the force of law) shall (1) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender; (2) subject Lender or the LIBOR Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in writing the taxation of the overall net income of Lender); or (3) impose on Lender any other condition regarding the LIBOR Loans or Lender’s funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase the cost to Lender of making or maintaining the LIBOR Loans or to reduce the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount. (E) Lender shall receive payments of amounts of principal of and interest with respect to the LIBOR Loans free and clear of, and without deduction for, any Taxes. If (1) Lender shall be subject to any Tax in respect of any LIBOR Loans or any part thereof or, (2) Borrower shall be required to withhold or deduct any Tax from any such amount, the Adjusted LIBOR Rate applicable to such LIBOR Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the payment by Lender or the withholding by Borrower of such determination Tax and Borrower shall provide Lender with a statement detailing the amount of any such Tax actually paid by Borrower. Determination by Lender of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the basis amount of such determination recovery and such Lender the basis therefor shall not thereafter be obligated to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as to the substitute basis of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agentconclusive, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan on the date falling two (2) Business Days subsequent to such Interest Determination Dateabsent manifest error.

LIBOR Loans. If, on or prior (a) LIBOR Loans shall only be made available to any Interest Determination Date in respect of a Libor Loan, a Lender the Borrower to the extent the Agent determines acting reasonably and (which determination shall be made in good faith and shall be conclusive and binding) that U.S. Dollars are available to the Lenders on the London interbank eurocurrency market. The Agent will use all reasonable efforts to coordinate the obtaining of U.S. Dollars on the London interbank eurocurrency market and to quote LIBOR Rates on request of the Borrower from time to time. If at any time prior to the proposed commencement of a LIBOR Interest Period the Agent shall determine (which determination is final, shall be made in good faith and shall be conclusive and binding upon binding) that by reason of circumstances affecting the Borrower) that: London interbank eurocurrency market or the position of the Majority Lenders therein (i) adequate and fair reasonable means do not exist for ascertaining the rate of interest on LIBOR Rate to be applicable during such Libor Loan; LIBOR Interest Period, or (ii) the cost to such Lender of making, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars for such LIBOR Interest Period are not readily available to such Lender the Lenders, as the case may be, in the London interbank market in sufficient amounts in the ordinary course of business for the applicable Libor Interest Period to makeeurocurrency market, fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender shall promptly notify the Agent, and then the Agent shall promptly notify give notice thereof to the Borrower in writing of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated prior to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as to the substitute basis of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan 10:30 a.m. on the date falling day which is two (2) Business Days subsequent in advance of the proposed commencement of such LIBOR Interest Period, and such Loan, if not then outstanding as a LIBOR Loan, shall not be made and, if then outstanding as a LIBOR Loan, the Borrower shall then give a Notice of Borrowing in accordance with Section 2.4 converting the LIBOR Loan on the expiration of the then applicable LIBOR Interest Period to another Accommodation. (b) The Borrower shall give the Agent notice in writing not later than 10:00 a.m. on the third Business Day prior to the expiry of the LIBOR Interest Period in respect of a LIBOR Loan specifying the new LIBOR Interest Period (if the LIBOR Loan is to be renewed) or the Accommodation into which the LIBOR Loan will be converted on such expiry. (c) If no notice is given by the Borrower as provided in paragraph (a) or (b) above, the LIBOR Loan will be automatically converted on the expiration of the then applicable LIBOR Interest Determination Period to a U.S. Base Rate Loan, without prejudice to the Lenders' rights in respect of the failure to give the notice and whether or not a Default or Event of Default has occurred, in the principal amount of the funds required to be provided to the Agent for the account of the Lenders pursuant to this Section. (d) If any LIBOR Loan is outstanding on the Demand Date or the Maturity Date, the Borrower shall on such date pay to the Agent for the account of the Lenders at the Branch in U.S. Dollars an amount equal to the principal amount of such LIBOR Loan. (e) All funds received by the Agent pursuant to, paragraph (d) shall be held by the Agent for set-off on the maturity date of the LIBOR Loan against the liability of the Borrower to the Lenders in respect of such LIBOR Loan and, until then, shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Agent, for a term corresponding to the maturity date of the applicable LIBOR Loan and shall bear interest at the rate payable by LEGAL_l:28867748.6 the Agent on deposits of similar currency, amount and maturity. The balance of all such funds (together with interest thereon) held by the Agent will be applied to repayment of all debts and liabilities of the Borrower to the Lenders under this Agreement and the Credit Documents and following repayment of all such debts and liabilities any amount remaining shall be paid to the Borrower or as otherwise required by law. (f) Each Lender shall advance its Proportionate Share of each LIBOR Loan in accordance with the following provisions: (i) the Agent shall advise each Lender of its receipt of a notice from a Borrower pursuant to Section 2.4 on the day such notice is received and shall, as soon as possible, advise each Lender of the amount of its Proportionate Share of any Borrowing by way of LIBOR Loan requested by the notice; (ii) each Lender shall deliver its share of the Borrowing to the Agent's Account at the Branch not later than 11 :00 a.m. on the Borrowing Date; (iii) when the Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met, it shall advance to the Borrower the amount delivered by each Lender by crediting the Borrower's Account, but if the conditions precedent to the Borrowing are not met by 2:30 p.m. on the Borrowing Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the LIBOR Loan is advanced; and (iv) if the Agent determines that the amount of a Lender's Proportionate Share of the LIBOR Loan would not be a whole multiple of One Hundred Thousand U.S. Dollars (U.S.$100,000), the amount to be advanced by that Lender may be increased or reduced by the Agent in its sole discretion to the nearest whole multiple of One Hundred Thousand U.S. Dollars (U.S.$100,000).

LIBOR Loans. IfNotwithstanding anything to the contrary herein contained, on if at any time subsequent to the giving of a notice of Accommodation, Conversion or prior Rollover, as the case may be, to the Agent by the Borrower with regard to any Interest Determination Date in respect of a requested Libor Loan, a Lender determines acting reasonably and in good faith (which determination is final, conclusive and binding upon the Borrower) that: (i) the Agent (acting reasonably) determines that by reason of circumstances affecting the London Interbank Eurodollar Market, adequate and fair means do not exist for ascertaining the rate of interest on such Libor Loan; (ii) the cost to such Lender of makingwith respect to, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business to fund, a requested Libor Loan during the ensuing Libor Interest Period selected; (ii) the Agent (acting reasonably) determines that the making or continuing of the requested Libor Loan by the Lenders has been made impracticable by the occurrence of an event which materially adversely affects the London Interbank Eurodollar Market generally; or (iii) the Agent is advised by Lenders holding at least 25% of the Total Commitment by written notice (each, a "LIBOR Suspension Notice"), such notice received by the Agent no later than 12:00 noon on the third Business Day prior to the date of the requested Accommodation, Rollover or Conversion, as the case may be, that such Lenders (acting reasonably) have determined that the Libor to be determined in accordance with this Agreement will not or does not represent the effective cost to such Lenders of U.S. Dollar deposits in such market for the relevant Libor Interest Period, then the Agent shall give notice thereof to the Lenders and the Borrower as soon as possible after such determination or receipt of such Libor Suspension Notice, as the case may be, and the Borrower shall, within one Business Day after receipt of such notice and in replacement of the notice of Accommodation, Rollover or Conversion, as the case may be, previously given by the Borrower, give the Agent a notice of Accommodation, Rollover or Conversion, as the case may be, which specifies any other Accommodation or the Conversion of the relevant Libor Loan on the last day of the applicable Libor Interest Period into any other Loan which would not be affected by the notice from the Agent pursuant to makethis Section 10.4(a). In the event the Borrower fails to give, fund if applicable, a valid replacement notice of Conversion or maintain Rollover with respect to the maturing Libor Loans which were the subject of a notice of Conversion or Rollover, such maturing Libor Loan during such Loans shall be converted on the last day of the applicable Libor Interest Period; then, such Lender shall promptly notify the Agent, and Period into U.S. Base Rate Loans as if a valid replacement Conversion Notice or Rollover Notice had been given to the Agent shall promptly notify by the Borrower in writing pursuant to the provisions hereof. In the event the Borrower fails to give, if applicable, a valid replacement notice of such determination setting forth the basis Accommodation with respect to a Drawdown originally requested by way of such determination and such Lender shall not thereafter be obligated to provide such a Libor Loan. The , then the Borrower shall thereupon forthwith notify the Agent as be deemed to the substitute basis have requested Accommodation by way of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan in the amount specified in the original notice of Accommodation and, on the date falling two originally requested Drawdown Date, the Lenders (2subject to the other provisions hereof) Business Days subsequent to such Interest Determination Dateshall make available the requested amount by way of a U.S. Base Rate Loan.

LIBOR Loans. If, on or prior to any Interest Determination Date (a) If the Agent determines in respect of a Libor Loan, a Lender determines acting reasonably and (which determination shall be made in good faith (which determination is final, and shall be conclusive and binding upon binding) in connection with any request for a LIBOR Loan or a conversion or continuation thereof that (a) U.S. Dollar deposits are not being offered to banks in the Borrower) that: (i) applicable offshore U.S. Dollar market for the applicable amount and LIBOR Period of such LIBOR Loan, or adequate and fair reasonable means do not exist for ascertaining determining the rate of interest on LIBOR Rate for such Libor LIBOR Loan; , or (iib) if the Majority Lenders determine and notify the Agent that the LIBOR Rate for such LIBOR Loan does not adequately and fairly reflect the cost to such Lender Lenders of makingfunding such LIBOR Loan, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business for the applicable Libor Interest Period to make, fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender shall promptly notify the Agent, and then the Agent shall promptly notify the Borrower in writing and all Lenders. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent revokes such LEGAL_1:22094689.5 notice. Upon receipt of such determination setting forth notice of suspension, the basis Borrower may revoke any pending request for a LIBOR Loan, or conversion or continuation of a LIBOR Loan, or, failing that, will be deemed to have converted such determination and such Lender shall not thereafter be obligated to provide such Libor Loan. request into a request for a U.S. Base Rate Loan in the amount specified therein. (b) The Borrower shall thereupon forthwith notify give the Agent as notice in writing not later than 10:00 a.m. on the third Business Day prior to the substitute basis expiry of Borrowing available under this Agreement the LIBOR Interest Period in respect of a LIB OR Loan specifying the new LIBOR Interest Period (if the LIBOR Loan is to be renewed) or the Accommodation into which it has selected for the LIBOR Loan will be converted on such Libor Loan. expiry. (c) If no notice is given by the Borrower has not so notified as provided in clause (a) or (b) above, the Agent, such Libor LIBOR Loan shall will be automatically be made as or converted on the expiration of the then applicable LIBOR Interest Period to a U.S. Base Rate Loan, without prejudice to the Lenders' rights in respect of the failure to give the notice and whether or not a Default or Event of Default has occurred, in the principal amount of the funds required to be provided to the Agent for the account of the Lenders pursuant to this Section. (d) If any LIBOR Loan is outstanding on the Demand Date or the Maturity Date, the Borrower shall on such date falling two pay to the Agent for the account of the Lenders at the Branch in U.S. Dollars an amount equal to the principal amount of such LIBOR Loan. (2e) Business Days subsequent All funds received by the Agent pursuant to clause (d) shall be held by the Agent for set-off on the maturity date of the LIBOR Loan against the liability of the Borrower to the Lenders in respect of such Interest Determination LIBOR Loan and, until then, shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Agent, for a term corresponding to the maturity date of the applicable LIBOR Loan and shall bear interest at the rate payable by the Agent on deposits of similar currency, amount and maturity. The balance of all such funds (together with interest thereon) held by the Agent will be applied to repayment of all debts and liabilities of the Borrower to the Lenders under this Agreement and the Loan Documents and following repayment of all such debts and liabilities any amount remaining shall be paid to the Borrower or as otherwise required by law. (f) Each Lender shall advance its Applicable Percentage of each LIBOR Loan in accordance with the following provisions: (i) the Agent shall advise each Lender of its receipt of a notice from a Borrower pursuant to Section 2.5 on the day such notice is received and shall, as soon as possible, advise each Lender of the amount of its Applicable Percentage of any Borrowing by way of LIBOR Loan requested by the notice; LEGAL_1:22094689.5 (ii) each Lender shall deliver its share of the Borrowing to the Agent's Account at the Branch not later than 11:00 a.m. on the Borrowing Date; and (iii) when the Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met, it shall advance to the Borrower the amount delivered by each Lender by wiring such amount to the account of the Borrower, but if the conditions precedent to the Borrowing are not met by 2:30 p.m. on the Borrowing Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the LIBOR Loan is advanced.

LIBOR Loans. If, (a) The aggregate amount of all LIBOR Loans issued pursuant to any Notice of Availment shall be in the amount of U.S.$5,000,000 or any greater amount that is a whole multiple of U.S.$100,000. (b) The Borrower shall select the term of each LIBOR Period with respect to each LIBOR Loan made or to be made available to it pursuant to a Notice of Availment received by the Administrative Agent not later than 12:00 (noon) on or the third Business Day prior to the commencement of such LIBOR Period. The first LIBOR Period for any Interest Determination LIBOR Loan shall commence on (and include) the first Borrowing Date in respect of a Libor for such LIBOR Loan, and each LIBOR Period occurring after such first LIBOR Period for such LIBOR Loan shall commence on (and include) the last day of the immediately preceding LIBOR Period for such LIBOR Loan. Notwithstanding the foregoing: (i) If the Administrative Agent shall not have received a Notice of Availment with respect to any outstanding LIBOR Loan in accordance with Section 3.02, Section 3.04 or Section 3.05, as the case may be, such LIBOR Loan shall be automatically continued on the expiry of such existing LIBOR Period as a U.S. Base Rate Loan. (ii) If any LIBOR Period would otherwise end on a day which is not a Business Day, such LIBOR Period shall end on the next succeeding Business Day; provided, however, that if such next succeeding Business Day falls in the next calendar month, such LIBOR Period shall end on the next preceding Business Day. (iii) No LIBOR Period for a LIBOR Loan may extend beyond the Maturity Date on the date of the making of such LIBOR Loan. (c) t any time a Lender determines acting reasonably and shall determine (which determination shall be made in good faith (which determination is finaland in a commercially reasonable manner, and when so made shall be conclusive and binding upon binding) that by reason of circumstances affecting the Borrower) thatLondon interbank market: (i) adequate and fair reasonable means do not exist for ascertaining the rate of interest on such Libor Loan;LIBOR to be applicable during any LIBOR Period; or (ii) the cost to such Lender of making, funding or maintaining such Libor Loan LIBOR does not accurately adequately reflect the effective cost to such Lender thereof and of the costs funds to such Lender are increased be used by it to make or continue the income receivable by such Lender is reduced in respect of such Libor Loan;applicable LIBOR Loan for any LIBOR Period; or (iii) U.S. Dollars in the making or amount of the continuation of such Libor applicable LIBOR Loan or a portion of such Libor Loan by are not readily available to such Lender has become impracticable by reason of circumstances which materially and adversely affect for any LIBOR Period in the London interbank market; or (iv) deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business for the applicable Libor Interest Period to make, fund or maintain such Libor Loan during such Libor Interest Period; then, then such Lender shall promptly notify give notice of such event (by telephone to be confirmed the Agent, same day in writing) or by facsimile to the Borrower and the Administrative Agent (which shall promptly notify the Borrower in writing give a copy of such determination setting forth notice to the basis of such determination and such Lender shall not thereafter be obligated to provide such Libor Loanother Lenders). The Borrower shall thereupon forthwith notify the Agent not be entitled to obtain any LIBOR Loan from such Lender so long as any such condition shall continue to the substitute basis of Borrowing available under this Agreement which it has selected for exist, and any Loan that would otherwise have been made by such Libor Loan. If the Borrower has not so notified the Agent, such Libor Lender as a LIBOR Loan shall automatically instead be made by such Lender as or converted to a U.S. Base Rate Loan in the same amount. On the last day of the LIBOR Period then applicable to each such LIBOR Loan, the interest on each LIBOR Loan then outstanding from such Lender as a LIBOR Loan shall cease to be calculated under this Agreement on the date falling two (2) Business Days basis of LIBOR and shall commence to be calculated under this Agreement on the basis of the U.S. Base Rate. Any Notice of Availment which has been delivered to such Lender requesting a LIBOR Loan on a Borrowing Date on or subsequent to such Interest Determination Datenotification date shall be deemed to be a request for a U.S. Base Rate Loan in the same amount.

LIBOR Loans. IfAny Revolving Loan made under this Article II will, except as provided in this Section 2.05, be a Floating Rate Revolving Loan. Subject to the conditions set forth in this Agreement, the Borrowers may elect that the Revolving Loans to be made on any date under Section 2.01 will be made as LIBOR Loans. Such election shall be made by the Borrowers giving to the Agent a written or facsimile notice (a "Fixed Rate Borrowing Notice") containing the information described below, which Fixed Rate Borrowing Notice must be received by the Agent not later than 12:00 noon (Boston time) three Business Days prior to the date of the proposed borrowing. Each Fixed Rate Borrowing Notice must state that LIBOR Loans are being requested, specify the aggregate principal amount of the proposed LIBOR Loans requested and specify the date on which such LIBOR Loans are to be made and the duration (one month, two months or three months) of the Interest Period selected for such LIBOR Loans. Any Fixed Rate Borrowing Notice shall, upon receipt by the Agent, become irrevocable and binding on the Borrowers. The Agent shall promptly transmit to each Bank a copy of each Fixed Rate Borrowing Notice which it receives. If the Borrowers submit a Fixed Rate Borrowing Notice and then fail for any Interest Determination Date in respect reason to borrow the LIBOR Loans described therein, the Borrowers shall, upon submission by any Bank of a Libor LoanBank Certificate with respect thereto, a Lender determines acting reasonably and in good faith forthwith indemnify such Bank (which determination is final, conclusive and binding upon with payment to be made to the BorrowerAgent for the account of such Bank) that: (i) adequate and fair means do not exist for ascertaining the rate of interest on such Libor Loan; (ii) the cost to such Lender of making, funding against any loss or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable expense incurred by such Lender is reduced in respect Bank as a result of any such Libor Loan; (iii) failure by the making Borrowers, including, without limitation, any loss or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable expense incurred by reason of circumstances which materially and adversely affect the London interbank market; or (iv) liquidation or redeployment of deposits in U.S. Dollars are not available or other funds acquired by such Bank to such Lender in the London interbank market in sufficient amounts in the ordinary course of business for the applicable Libor Interest Period to make, fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender shall promptly notify the Agent, and the Agent shall promptly notify the Borrower in writing of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as to the substitute basis of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan on the date falling two (2) Business Days subsequent to such Interest Determination Date.requested LIBOR

LIBOR Loans. If, on or prior to any Interest Determination Date (a) If the Agent determines in respect of a Libor Loan, a Lender determines acting reasonably and (which determination shall be made in good faith (which determination is final, and shall be conclusive and binding upon binding) in connection with any request for a LIBOR Loan or a conversion or continuation thereof that (a) U.S. Dollar deposits are not being offered to banks in the Borrower) that: (i) applicable offshore U.S. Dollar market for the applicable amount and LIBOR Period of such LIBOR Loan, or adequate and fair reasonable means do not exist for ascertaining determining the rate of interest on LIBOR Rate for such Libor LIBOR Loan; , or (iib) if the Majority Lenders determine and notify the Agent that the LIBOR Rate for such LIBOR Loan does not adequately and fairly reflect the cost to such Lender Lenders of makingfunding such LIBOR Loan, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business for the applicable Libor Interest Period to make, fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender shall promptly notify the Agent, and then the Agent shall promptly notify the Borrower in writing and all Lenders. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent revokes such notice. Upon receipt of such determination setting forth notice of suspension, the basis Borrower may revoke any pending request for a LIBOR Loan, or conversion or continuation of a LIBOR Loan, or, failing that, will be deemed to have converted such determination and such Lender shall not thereafter be obligated to provide such Libor Loan. request into a request for a U.S. Base Rate Loan in the amount specified therein. (b) The Borrower shall thereupon forthwith notify give the Agent as notice in writing not later than 10:00 a.m. on the third Business Day prior to the substitute basis expiry of Borrowing available under this Agreement the LIBOR Interest Period in respect of a LIBOR Loan specifying the new LIBOR Interest Period (if the LIBOR Loan is to be renewed) or the Accommodation into which it has selected for the LIBOR Loan will be converted on such Libor Loanexpiry. Legal_1:35701022.7 (c) If no notice is given by the Borrower has not so notified as provided in clause (a) or (b) above, the Agent, such Libor LIBOR Loan shall will be automatically be made as or converted on the expiration of the then applicable LIBOR Interest Period to a U.S. Base Rate Loan, without prejudice to the Lenders’ rights in respect of the failure to give the notice and whether or not a Default or Event of Default has occurred, in the principal amount of the funds required to be provided to the Agent for the account of the Lenders pursuant to this Section. (d) If any LIBOR Loan is outstanding on the Demand Date or the Maturity Date, the Borrower shall on such date falling two pay to the Agent for the account of the Lenders at the Branch in U.S. Dollars an amount equal to the principal amount of such LIBOR Loan. (2e) Business Days subsequent All funds received by the Agent pursuant to clause (d) shall be held by the Agent for set-off on the maturity date of the LIBOR Loan against the liability of the Borrower to the Lenders in respect of such Interest Determination LIBOR Loan and, until then, shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Agent, for a term corresponding to the maturity date of the applicable LIBOR Loan and shall bear interest at the rate payable by the Agent on deposits of similar currency, amount and maturity. The balance of all such funds (together with interest thereon) held by the Agent will be applied to repayment of all debts and liabilities of the Borrower to the Lenders under this Agreement and the Loan Documents and following repayment of all such debts and liabilities any amount remaining shall be paid to the Borrower or as otherwise required by law. (f) Each Lender shall advance its Applicable Percentage of each LIBOR Loan in accordance with the following provisions: (i) the Agent shall advise each Lender of its receipt of a notice from a Borrower pursuant to Section 2.5 on the day such notice is received and shall, as soon as possible, advise each Lender of the amount of its Applicable Percentage of any Borrowing by way of LIBOR Loan requested by the notice; (ii) each Lender shall deliver its share of the Borrowing to the Agent’s Account at the Branch not later than 11:00 a.m. on the Borrowing Date; and (iii) when the Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met, it shall advance to the Borrower the amount delivered by each Lender by wiring such amount to the account of the Borrower, but if the conditions precedent to the Borrowing are not met by 2:30 p.m. on the Borrowing Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the LIBOR Loan is advanced.

LIBOR Loans. IfNotwithstanding anything to the contrary herein contained, on if at any time subsequent to the giving of a notice of Accommodation, Conversion or prior Rollover, as the case may be, to the Agent by the Borrower with regard to any Interest Determination Date in respect of a requested Libor Loan, a Lender determines acting reasonably and in good faith (which determination is final, conclusive and binding upon the Borrower) that: (i) the Agent (acting reasonably) determines that by reason of circumstances affecting the London Interbank Eurodollar Market, adequate and fair means do not exist for ascertaining the rate of interest on such Libor Loan; (ii) the cost to such Lender of makingwith respect to, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business to fund, a requested Libor Loan during the ensuing Libor Interest Period selected; (ii) the Agent (acting reasonably) determines that the making or continuing of the requested Libor Loan by the Lenders has been made impracticable by the occurrence of an event which materially adversely affects the London Interbank Eurodollar Market generally; or (iii) the Agent is advised by Lenders holding at least 25% of the Total Commitment by written notice (each, a "LIBOR Suspension Notice"), such notice received by the Agent no later than 12:00 noon (Toronto time) on the third Business Day prior to the date of the requested Accommodation, Rollover or Conversion, as the case may be, that such Lenders (acting reasonably) have determined that the Libor to be determined in accordance with this Agreement will not or does not represent the effective cost to such Lenders of U.S. Dollar deposits in such market for the relevant Libor Interest Period, then the Agent shall give notice thereof to the Lenders and the Borrower as soon as possible after such determination or receipt of such Libor Suspension Notice, as the case may be, and the Borrower shall, within one Business Day after receipt of such notice and in replacement of the notice of Accommodation, Rollover or Conversion, as the case may be, previously given by the Borrower, give the Agent a notice of Accommodation, Rollover or Conversion, as the case may be, which specifies any other Accommodation or the Conversion of the relevant Libor Loan on the last day of the applicable Libor Interest Period into any other Loan which would not be affected by the notice from the Agent pursuant to makethis Section 11.4(a). In the event the Borrower fails to give, fund if applicable, a valid replacement notice of Conversion or maintain Rollover with respect to the maturing Libor Loans which were the subject of a notice of Conversion or Rollover, such maturing Libor Loan during such Loans shall be converted on the last day of the applicable Libor Interest Period; then, such Lender shall promptly notify the Agent, and Period into U.S. Base Rate Loans as if a valid replacement notice of Conversion or notice of Rollover had been given to the Agent shall promptly notify by the Borrower in writing pursuant to the provisions hereof. In the event the Borrower fails to give, if applicable, a valid replacement notice of such determination setting forth the basis Accommodation with respect to Borrowings originally requested by way of such determination and such Lender shall not thereafter be obligated to provide such a Libor Loan. The , then the Borrower shall thereupon forthwith notify the Agent as be deemed to the substitute basis have requested Accommodation by way of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan in the amount specified in the original notice of Accommodation and, on the date falling two originally requested Drawdown Date, the Lenders (2subject to the other provisions hereof) Business Days subsequent to such Interest Determination Dateshall make available the requested amount by way of a U.S. Base Rate Loan.

LIBOR Loans. If, on or prior Borrower shall give to any Interest Determination Date in respect Agent irrevocable notice of a Libor Loan, request for a Lender determines acting reasonably and in good faith (which determination is final, conclusive and binding upon the Borrower) that: (i) adequate and fair means do not exist for ascertaining the rate of interest on such Libor Loan; (ii) the cost to such Lender of making, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor LIBOR Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are telephone or facsimile transmission not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business for the applicable Libor Interest Period to make, fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender shall promptly notify the Agent, and the Agent shall promptly notify the Borrower in writing of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as to the substitute basis of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan on the date falling later than two (2) Business Days subsequent prior to the date of the proposed LIBOR Loan. Agent shall determine the applicable LIBOR Basis as of the Business Day prior to the date of the requested LIBOR Loan. Each determination by Agent of a LIBOR Basis shall, absent manifest error, be deemed final, binding and conclusive upon Borrower. The LIBOR Loan Period for each LIBOR Loan shall be fixed at one (1), two (2), three (3) or six (6) months. (i) Each LIBOR Loan shall be in a principal amount of not less than Five Million and 0/100 Dollars ($5,000,000.00) and in an integral multiple of $100,000.00, and (ii) the total aggregate principal amount of all LIBOR Loans and Base Rate Loans outstanding at any one time shall not exceed Borrowing Availability. (b) At least two (2) Business Days prior to each Payment Date for a LIBOR Loan, Borrower shall give irrevocable written notice to Lender specifying whether all or a portion of such Interest Determination DateLIBOR Loan outstanding on the Payment Date (i) is to be repaid and then reborrowed in whole or in part as a new LIBOR Loan, in which case such notice shall also specify the LIBOR Loan Period that Borrower shall have selected for such new LIBOR Loan; provided, that if a Default or Event of Default has occurred and is continuing, Borrower shall not have the option to repay and then reborrow such LIBOR Loan as a new LIBOR Loan, (ii) is to be repaid and then reborrowed in whole or in part as a Base Rate Loan, or (iii) is to be repaid and not reborrowed; provided, that any such reborrowings described in clauses (i) and (ii) above shall be in a principal amount of not less than $5,000,000.00 and in an integral multiple of $100,000. Upon such Payment Date such LIBOR Loan will, subject to the provisions of this Agreement, be so repaid and, as applicable, reborrowed.

LIBOR Loans. IfNotwithstanding anything to the contrary herein contained, on if at any time subsequent to the giving of a Notice of Borrower, a Conversion Notice or prior a Rollover Notice to the Lender by the Borrower with regard to any Interest Determination Date in respect of a requested Libor Loan, a : (i) the Lender determines (acting reasonably and in good faith (which determination is finalfaith) determines that by reason of circumstances affecting the London Interbank Eurodollar Market, conclusive and binding upon the Borrower) that: (i) adequate and fair means do not exist for ascertaining the rate of interest on such Libor Loan; (ii) the cost to such Lender of makingwith respect to, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are not available to such Lender in the London interbank market in sufficient amounts in the ordinary course of business at the rate determined hereunder to fund, a requested Libor Loan during the ensuing Libor Interest Period selected; (ii) the Lender (acting reasonably and in good faith) determines that the making or continuing of the requested Libor Loan has been made impracticable by the occurrence of an event which materially adversely affects the London Interbank Eurodollar Market generally; or (iii) the Lender has determined (acting reasonably and in good faith) that Libor will not or does not represent the effective cost to the Lender of U.S. Dollar deposits in the London Interbank Eurodollar Market for the relevant Libor Interest Period, then the Lender shall give notice thereof to the Borrower as soon as possible after such determination, and the Borrower shall, within one Business Day after receipt of such notice and in replacement of the Notice of Borrowing, Conversion Notice or Rollover Notice, as the case may be, previously given by the Borrower, give the Lender a Notice of Borrowing, Conversion Notice or Rollover Notice, as the case may be, which specifies the drawdown of any other Borrowing or the Conversion of the relevant Libor Loan on the last day of the applicable Libor Interest Period into any other Borrowing which would not be affected by the notice from the Lender pursuant to makethis Section 2.6(a). In the event the Borrower fails to give, fund if applicable, a valid replacement Conversion Notice or maintain Rollover Notice with respect to the maturing Libor Loans which were the subject of a Conversion Notice or Rollover Notice, such maturing Libor Loan during such Loans shall be converted on the last day of the applicable Libor Interest Period; then, such Period into U.S. Base Rate Loans as if a valid replacement Conversion Notice had been given to the Lender shall promptly notify the Agent, and the Agent shall promptly notify by the Borrower in writing pursuant to the provisions hereof. In the event the Borrower fails to give, if applicable, a valid replacement Notice of such determination setting forth the basis Borrowing with respect to a Borrowing originally requested by way of such determination and such Lender shall not thereafter be obligated to provide such a Libor Loan. The , then the Borrower shall thereupon forthwith notify the Agent as be deemed to the substitute basis have requested a Borrowing by way of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan in the amount specified in the original Notice of Borrowing and, on the date falling two originally requested Borrowing Date, the Lender (2subject to the other provisions hereof) Business Days subsequent to such Interest Determination Dateshall make available the requested amount by way of a U.S. Base Rate Loan.

LIBOR Loans. If(a) Borrowers may elect to (i) use LIBOR as to any Revolving Loans or Term Loans, (ii) convert any Chase Bank Rate Loan (other than a Letter of Credit Advance) to a new LIBOR Loan or (iii) continue any existing LIBOR Loan as a new LIBOR Loan on the last day of the Interest Period with respect to such existing LIBOR Loan, so long as (x) there exists no Default or Event of Default on the date on which such new LIBOR Loan is requested and on the first day of the Interest Period for such new LIBOR Loan, (y) such Borrower requests the new LIBOR Loan no later than three (3) Business Days preceding the first day of the Interest Period for such new LIBOR Loan (or three (3) Business Days prior to the expiration of any Interest Determination Date Period, in respect the case of a Libor continuation of an existing LIBOR Loan) and (z) the requested Interest Period for such LIBOR Loan is available in accordance with the provisions hereof. Any LIBOR election must be for at least $1,000,000 and if greater, in integral multiples of $100,000, and there shall be no more than four (4) LIBOR Loans outstanding at one time. Elections for LIBOR Loans shall be irrevocable once made. Absent a timely election by the applicable Borrower to use LIBOR for any loan, such loan shall be made to such Borrower as a Chase Bank Loan (and any existing LIBOR Loan automatically shall become a Chase Bank Loan at the end of the Interest Period with respect thereto). (b) Upon demand by Lenders, the Borrowers shall pay to the Agent, for the benefit of the Lenders, such amount or amounts as shall compensate the Lenders for any loss, costs or expenses incurred by the Lenders (as reasonably determined by the Lenders) as a result of (i) any payment or prepayment on a date other than the last day of an Interest Period for such LIBOR Loan, (ii) any failure of any Borrower to borrow a LIBOR Loan on the date for such borrowing specified in the relevant notice to the Agent and (iii) any failure of any Borrower to pay to the Agent the principal of, or interest on, any LIBOR Loan when due, including, without limitation, any interest or fees payable by any Lender determines acting reasonably and to Lenders of funds obtained by such Lender in good faith (which order to make or maintain any LIBOR Loans under this Financing Agreement. The determination is finalby the Lenders of the amount of any such loss or expense, when set forth in a written notice to the applicable Borrower containing the Lenders’ calculations thereof in reasonable detail, shall be conclusive and binding upon the Borrower) that:Borrowers, in the absence of manifest error. Calculation of all amounts payable to the Lenders under this paragraph with regard to LIBOR Loans shall be made as though each Lender had actually funded the LIBOR Loans through the purchase of deposits in the relevant market and currency, as the case may be, bearing interest at the rate applicable to such LIBOR Loans in an amount equal to the amount of the LIBOR Loans and having a maturity comparable to the relevant interest period, provided that the Lenders may fund each of the LIBOR Loans in any manner the Lenders see fit and the foregoing assumption shall be used only for calculation of amounts payable under this Section 8.9(b). (ic) adequate Notwithstanding any other provision of this Financing Agreement to the contrary, so long as no Event of Default has occurred and fair means do remains outstanding, the Agent agrees to apply all proceeds of Collateral, including the Accounts and all other amounts received by the Agent from or on behalf of the Borrowers initially to Chase Bank Rate Loans and then to LIBOR Loans, provided that in the event Revolving Availability is less than zero or any other applicable limit set forth herein is not exist for ascertaining satisfied, the rate Agent may apply all proceeds of interest on Collateral received by the Agent to the payment of the Obligations in such Libor Loan;manner and in such order as the Agent may elect in its reasonable business judgment. In the event that any proceeds of Collateral are applied to loans that are LIBOR Loans, such application shall be treated as a prepayment of such loans and the Lenders shall be entitled to indemnification hereunder. This indemnification shall survive the termination of this Financing Agreement and the repayment of the Obligations. (iid) Notwithstanding any other provision of this Financing Agreement to the cost contrary, if any law, regulation, treaty or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for the Agent or any Lender to make or maintain LIBOR Loans as contemplated herein, the then outstanding LIBOR Loans so affected, if any, shall be converted automatically to loans accruing interest at the Chase Bank Rate at the end of the applicable Interest Period or such earlier date as may be required by such law, regulation, treaty or directive. The Borrowers hereby jointly and severally agree to pay to the Agent, for the benefit of the Lenders, on demand, any additional amounts necessary to compensate the Lenders for any costs incurred by the Lenders in making any conversion in accordance with this Section 8.9(d), including, without limitation, any interest or fees payable by any Lender to lenders of making, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable funds obtained by such Lender is reduced in respect of such Libor Loan;order to make or maintain any LIBOR Loans under this Financing Agreement. (iiie) Notwithstanding any other provision of this Financing Agreement to the making or contrary, in the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable event that, by reason of circumstances any Regulatory Change (for purposes hereof “Regulatory Change” shall mean, with respect to any Lender, any change after the date of this Agreement in United States Federal, State or foreign law or regulations, or the adoption or making after such date of any interpretation, directive or request applying to a class of lenders including any Lender, whether or not having the force of law and whether or not failure to comply therewith would be unlawful), any Lender becomes subject to any material restrictions on the amount of such a category of liabilities or assets which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars are not available to it may hold, then, if such Lender in so elects by notice to Revolving/LC Borrower, the London interbank market in sufficient amounts in the ordinary course of business for the applicable Libor Interest Period to make, fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender shall promptly notify the Agent, and the Agent shall promptly notify the Borrower in writing obligation of such determination setting forth the basis of to make or continue LIBOR Loans hereunder shall be suspended until such determination and such Lender shall not thereafter Regulatory Change ceases to be obligated to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as to the substitute basis of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan on the date falling two (2) Business Days subsequent to such Interest Determination Datein effect.

LIBOR Loans. If, on or prior (a) The aggregate amount of all LIBOR Loans advanced pursuant to any Interest Determination Notice of Availment under any Credit shall not be less than U.S. $500,000. (b) The first LIBOR Period for any LIBOR Loan shall commence on (and include) the first Borrowing Date in respect of a Libor for such LIBOR Loan, and each LIBOR Period occurring after such first LIBOR Period for such LIBOR Loan shall commence on (and include) the last day of the immediately preceding LIBOR Period for such LIBOR Loan. Notwithstanding the foregoing: (i) if the Administrative Agent has not received a Notice of Availment with respect to any outstanding LIBOR Loan in accordance with Section 3.2, Section 3.4 or Section 3.5, such LIBOR Loan shall be automatically converted on the expiry of such existing LIBOR Period to a U.S. Base Rate Loan under the applicable Tranche or Credit relating to such LIBOR Loan; (ii) if any LIBOR Period would otherwise end on a day which is not a Business Day, such LIBOR Period shall end on the next succeeding Business Day; provided, however, that if such next succeeding Business Day falls in the next calendar month, such LIBOR Period shall end on the immediately preceding Business Day; and (iii) No LIBOR Period chosen under any Credit may extend beyond the Maturity Date for such Credit. (c) If at any time a Lender determines acting reasonably and in good faith shall determine (which determination is final, shall be conclusive and binding upon binding) that by reason of circumstances affecting the Borrower) thatLondon interbank market or any other relevant financial market or the position of such Lender in any such market: (i) adequate and fair reasonable means do not exist for ascertaining the rate of interest on such Libor Loan;LIBOR to be applicable during any LIBOR Period; or (ii) the cost to such Lender of making, funding or maintaining such Libor Loan LIBOR does not accurately adequately reflect the effective cost to such Lender thereof and of the costs funds to such Lender are increased be used by it to make or continue the income receivable by such Lender is reduced in respect of such Libor Loan;applicable LIBOR Loan for any LIBOR Period; or (iii) U.S. Dollars in the making or amount of the continuation of such Libor applicable LIBOR Loan or a portion of such Libor Loan by are not readily available to such Lender has become impracticable by reason of circumstances which materially and adversely affect for any LIBOR Period in the London interbank market; or , then such Lender shall give notice of such event (ivby telephone to be confirmed the same day in writing) deposits in or by facsimile to the Borrower and the Administrative Agent (which shall promptly give a copy of such notice to the other Lenders). On the last day of the LIBOR Period then applicable to each such LIBOR Loan, the interest on each LIBOR Loan then outstanding from such Lender as a LIBOR Loan shall cease to be calculated under this Agreement on the basis of the LIBOR and shall commence to be calculated under this Agreement on the basis of the U.S. Dollars are not available Base Rate. Any Notice of Availment which has been delivered to such Lender in the London interbank market in sufficient amounts in the ordinary course of business requesting a LIBOR Loan on a Borrowing Date on or subsequent to such notification date shall be deemed to be a request for the applicable Libor Interest Period to make, fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender shall promptly notify the Agent, and the Agent shall promptly notify the Borrower in writing of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as to the substitute basis of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan on in the date falling two (2) Business Days subsequent same amount. The Borrower shall not be entitled to obtain any LIBOR Loan from such Interest Determination DateLender so long as any such condition shall continue to exist, and any Loan that would otherwise have been made by such Lender as a LIBOR Loan shall instead be made by such Lender as a U.S. Base Rate Loan in the same amount.

LIBOR Loans. If, on or If at any time prior to any Interest Determination Date in respect the commencement of a Libor Loanproposed Interest Period any Relevant Lender determines, a Lender determines acting reasonably and in good faith faith, (which determination is finalshall, conclusive and binding upon the Borrowerabsent manifest error, be conclusive) that: (ia) by reason of circumstances affecting the London interbank market, or any bank participants therein, adequate and fair means do not exist for ascertaining the rate of interest on such with respect to a Libor LoanLoan during the proposed Interest Period; (iib) deposits in US Dollars are not being offered to that Relevant Lender in the London interbank market in the ordinary course of business; (c) the cost to such making or continuing of the Rateable Share of that Relevant Lender of making, funding or maintaining such in any Libor Loan during the proposed Interest Period has been made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market; (d) the Fixed Rate for the proposed Interest Period does not accurately reflect the effective cost to such that Relevant Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced of funding its Rateable Share in respect of such Libor Loan; (iii) the making or the continuation of such any Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect for the London interbank marketproposed Interest Period; or (ive) deposits in U.S. Dollars are not available the Relevant Agent is unable to such Lender in determine the London interbank market in sufficient amounts in the ordinary course of business Fixed Rate for the applicable Libor proposed Interest Period of the Libor Loan, (a “ Libor Disruption Event”), then that Relevant Lender (for the purposes of this Subsection 9.5.1, the “Affected Lender”) may give notice of such determination to makethe Relevant Agent who will promptly notify the Relevant Borrower. Thereafter, fund and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or maintain no longer applies, the Relevant Borrower’s right to require such Affected Lender to make its Rateable Share of any such Libor Loan during such Libor Interest Period; then, such Lender available in the manner requested shall promptly notify the Agent, be suspended and the Agent Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which shall promptly notify bear interest payable in the Borrower in writing of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent same manner as to the substitute basis of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. any US Base Rate Loan on (in the date falling two case of any applicable Canadian Facility) or US Prime Rate Loan (2) Business Days subsequent to such Interest Determination Datein the case of any applicable US Facility).

LIBOR Loans. If, on or prior (a) LIBOR Loans shall only be made available to any Interest Determination Date in respect of a Libor Loan, a Lender the Borrower to the extent the Agent determines acting reasonably and (which determination shall be made in good faith and shall be conclusive and binding) that U.S. Dollars are available to the Lenders on the London interbank eurocurrency market. The Agent will use all reasonable efforts to coordinate the obtaining of U.S. Dollars on the London interbank eurocurrency market and to quote LIBOR Rates on request of the Borrower from time to time. If at any time prior to the proposed commencement of a LIBOR Interest Period the Agent shall determine (which determination is final, shall be made in good faith and shall be conclusive and binding upon binding) that by reason of circumstances affecting the Borrower) that: London interbank eurocurrency market or the position of the Majority Lenders therein (i) adequate and fair reasonable means do not exist for ascertaining the rate of interest on LIBOR Rate to be applicable during such Libor Loan; LIBOR Interest Period, or (ii) the cost to such Lender of making, funding or maintaining such Libor Loan does not accurately reflect the effective cost to such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of such Libor Loan; (iii) the making or the continuation of such Libor Loan or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the London interbank market; or (iv) deposits in U.S. Dollars for such LIBOR Interest Period are not readily available to such Lender the Lenders, as the case may be, in the London interbank market in sufficient amounts in the ordinary course of business for the applicable Libor Interest Period to makeeurocurrency market, fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender shall promptly notify the Agent, and then the Agent shall promptly notify give notice thereof to the Borrower in writing of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated prior to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as to the substitute basis of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Borrower has not so notified the Agent, such Libor Loan shall automatically be made as or converted to a U.S. Base Rate Loan 10:30 a.m. on the date falling day which is two (2) Business Days subsequent in advance of the proposed commencement of such LIBOR Interest Period, and such Loan, if not then outstanding as a LIBOR Loan, shall not be made and, if then outstanding as a LIBOR Loan, the Borrower shall then give a Notice of Borrowing in accordance with Section 2.4 converting the LIBOR Loan on the expiration of the then applicable LIBOR Interest Period to another Accommodation. (b) The Borrower shall give the Agent notice in writing not later than 10:00 a.m. on the third Business Day prior to the expiry of the LIBOR Interest Period in respect of a LIBOR Loan specifying the new LIBOR Interest Period (if the LIBOR Loan is to be renewed) or the Accommodation into which the LIBOR Loan will be converted on such expiry. (c) If no notice is given by the Borrower as provided in paragraph (a) or (b) above, the LIBOR Loan will be automatically converted on the expiration of the then applicable LIBOR Interest Determination Period to a U.S. Base Rate Loan, without prejudice to the Lenders’ rights in respect of the failure to give the notice and whether or not a Default or Event of Default has occurred, in the principal amount of the funds required to be provided to the Agent for the account of the Lenders pursuant to this Section. (d) If any LIBOR Loan is outstanding on the Demand Date or the Maturity Date, the Borrower shall on such date pay to the Agent for the account of the Lenders at the Branch in U.S. Dollars an amount equal to the principal amount of such LIBOR Loan. (e) All funds received by the Agent pursuant to paragraph (d) shall be held by the Agent for set-off on the maturity date of the LIBOR Loan against the liability of the Borrower to the Lenders in respect of such LIBOR Loan and, until then, shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Agent, for a term corresponding to the maturity date of the applicable LIBOR Loan and shall bear interest at the rate payable by the Agent on deposits of similar currency, amount and maturity. The balance of all such funds (together with interest thereon) held by the Agent will be applied to repayment of all debts and liabilities of the Borrower to the Lenders under this Agreement and the Credit Documents and following repayment of all such debts and liabilities any amount remaining shall be paid to the Borrower or as otherwise required by law. (f) Each Lender shall advance its Proportionate Share of each LIBOR Loan in accordance with the following provisions: (i) the Agent shall advise each Lender of its receipt of a notice from a Borrower pursuant to Section 2.4 on the day such notice is received and shall, as soon as possible, advise each Lender of the amount of its Proportionate Share of any Borrowing by way of LIBOR Loan requested by the notice; (ii) each Lender shall deliver its share of the Borrowing to the Agent’s Account at the Branch not later than 11:00 a.m. on the Borrowing Date; (iii) when the Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met, it shall advance to the Borrower the amount delivered by each Lender by crediting the Borrower’s Account, but if the conditions precedent to the Borrowing are not met by 2:30 p.m. on the Borrowing Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the LIBOR Loan is advanced; and (iv) if the Agent determines that the amount of a Lender’s Proportionate Share of the LIBOR Loan would not be a whole multiple of One Hundred Thousand U.S. Dollars (U.S.$100,000), the amount to be advanced by that Lender may be increased or reduced by the Agent in its sole discretion to the nearest whole multiple of One Hundred Thousand U.S. Dollars (U.S.$100,000).