Common use of LIBOR Provisions Clause in Contracts

LIBOR Provisions. A. In the event that, by reason of any Regulation, (i) Lenders incur Additional Costs based on or measured by the amount of (1) a category of deposits or other liabilities of Lenders which includes deposits by reference to which the LIBOR Based Rate is determined as provided in this Loan Agreement and/or (2) a category of extensions of credit or other assets of Lenders which includes loans, the interest on which is determined on the basis of rates referred to in the definition of “LIBOR Rate”, (ii) Lenders become subject to restrictions on the amount of such a category of liabilities or assets which it may hold, or (iii) it shall be unlawful or impractical for Lenders to make or maintain the Loans (or any portion thereof) at the LIBOR Based Rate, then at Administrative Agent’s option and election, Lenders’ obligation to make or maintain the Loans (or portions thereof) at the LIBOR Based Rate (and Borrower’s right to request the same) shall be suspended and Administrative Agent shall give notice thereof to Borrower and, upon the giving of such notice, interest payable hereunder at the LIBOR Based Rate shall be converted to the Base Rate, unless Lenders may lawfully continue to maintain the Loan (or any portion thereof) then bearing interest at the LIBOR Based Rate to the end of the current Interest Period(s), at which time the interest rate shall convert to the Base Rate. If subsequently Administrative Agent reasonably determines that such Regulation has ceased to be in effect, or has ceased to result in the circumstances described in clauses (i), (ii) and (iii) of this paragraph, then Administrative Agent will so advise Borrower and Borrower may convert the rate of interest payable hereunder with respect to those portions of the Principal Amount bearing interest at the Base Rate to a LIBOR Based Rate by submitting a LIBOR Request in respect thereof and otherwise complying with the provisions of this Agreement with respect thereto. B. Determinations by Administrative Agent of the existence or effect of any Regulation on the costs of Lenders making or maintaining the Loans, or portions thereof, at the LIBOR Based Rate, or on amounts receivable by Lenders in respect thereof, and of the additional amounts required to compensate Lenders in respect of Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis by Administrative Agent. C. Anything herein to the contrary notwithstanding, if, at the time of or prior to the determination of the LIBOR Based Rate in respect of any LIBOR Request as herein provided, Administrative Agent determines (which determination shall be conclusive, absent manifest error, provided that such determination is made on a reasonable basis) that (i) by reason of circumstances affecting the interbank LIBOR market generally, adequate and fair means do not or will not exist for determining the LIBOR Based Rate applicable to an Interest Period, or (ii) the LIBOR Based Rate, as determined by Administrative Agent, will not accurately reflect the cost to Lenders of making or maintaining the Loans (or any portion thereof) at the LIBOR Based Rate, then Administrative Agent shall give Borrower prompt notice thereof, and the LIBOR Amount in question shall bear interest, or continue to bear interest, as the case may be, at the Base Rate. If at any time subsequent to the giving of such notice, Administrative Agent determines that because of a change in circumstances the LIBOR Based Rate is again available to Borrower hereunder, Administrative Agent will so advise Borrower and Borrower may convert the rate of interest payable hereunder from the Base Rate to a LIBOR Based Rate by submitting a LIBOR Request to Administrative Agent and otherwise complying with the provisions of this Agreement with respect thereto. D. Borrower shall pay to Administrative Agent, immediately upon request and notwithstanding contrary provisions contained in the Loan Documents, such amounts as shall, in the conclusive judgment of Administrative Agent reasonably exercised, compensate Lenders for any loss, cost or expense incurred by it as a result of (i) the conversion, for any reason whatsoever, of the rate of interest payable hereunder from the LIBOR Based Rate to the Base Rate with respect to any portion of the Principal Amount then bearing interest at the LIBOR Based Rate on a date other than the last day of an applicable Interest Period, or (ii) the failure of Borrower to borrow, or qualify to borrow, in accordance with a LIBOR Request submitted by it to Administrative Agent, which amounts shall include, without limitation, lost profits.

LIBOR Provisions. A. In (a) Subject to the event thatprovisions of Section 3.1(c) hereof, by reason Borrowing Agent may request that the Term Loan be made as LIBOR Rate Loans, that outstanding portions of any Regulation, (i) Lenders incur Additional Costs based on or measured by the amount of (1) a category of deposits or other liabilities of Lenders which includes deposits by reference Term Loan be converted to which the LIBOR Based Rate is determined as provided in this Loan Agreement and/or (2) a category of extensions of credit or other assets of Lenders which includes loans, the interest on which is determined on the basis of rates referred to in the definition of “LIBOR Rate”, (ii) Lenders become subject to restrictions on the amount of such a category of liabilities or assets which it may hold, or (iii) it shall be unlawful or impractical for Lenders to make or maintain the Loans (and that all or any portion thereofof a LIBOR Rate Loan be continued as a LIBOR Rate Loan upon expiration of the applicable Interest Period. Any such request will be made by submitting a Notice of Borrowing to Agent. Upon the expiration of an Interest Period, in the absence of a new Notice of Borrowing submitted to Agent by 12:00 noon (New York time) at the LIBOR Based Rate, then at Administrative Agent’s option and election, Lenders’ obligation to make or maintain the Loans three (or portions thereof3) at the LIBOR Based Rate (and Borrower’s right to request the same) shall be suspended and Administrative Agent shall give notice thereof to Borrower and, upon the giving of such notice, interest payable hereunder at the LIBOR Based Rate shall be converted to the Base Rate, unless Lenders may lawfully continue to maintain the Loan (or any portion thereof) then bearing interest at the LIBOR Based Rate Business Days prior to the end of such Interest Period, the current Interest Period(s), at which time the interest rate LIBOR Rate Loan then maturing shall convert to the Base Rate. If subsequently Administrative Agent reasonably determines that such Regulation has ceased to be in effect, or has ceased to result in the circumstances described in clauses (i), (ii) and (iii) of this paragraph, then Administrative Agent will so advise Borrower and Borrower may convert the rate of interest payable hereunder with respect to those portions of the Principal Amount bearing interest at the Base Rate automatically converted to a LIBOR Based Rate by submitting Loan with a one month Interest Period. There may be no more than six (6) LIBOR Request Rate Loans outstanding at any one time. Loans which are not requested as LIBOR Rate Loans in respect thereof and otherwise complying accordance with the provisions of this Agreement with respect thereto. B. Determinations by Administrative Agent of the existence or effect of any Regulation on the costs of Lenders making or maintaining the Loans, or portions thereof, at the LIBOR Based Rate, or on amounts receivable by Lenders in respect thereof, and of the additional amounts required to compensate Lenders in respect of Additional Costs, Section 3.2(a) shall be conclusivePrime Rate Loans. Agent will promptly notify Lenders, absent manifest errorby written notice, provided that such determinations are made on a reasonable basis of each Notice of Borrowing received by Administrative Agent. C. Anything herein to the contrary notwithstanding, if, at the time of or Agent prior to the determination first day of the Interest Period of the LIBOR Based Rate Loan requested thereby. (b) In the event, prior to commencement of any Interest Period relating to a LIBOR Rate Loan, Agent shall determine in respect good faith or be notified in good faith and in writing by Required Lenders that adequate and reasonable methods do not exist for ascertaining LIBOR, Agent or Required Lenders shall promptly provide notice of such determination to Borrowing Agent and Lenders (which shall be conclusive and binding on Borrowers and Lenders). In such event (1) any request for a LIBOR Rate Loan or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Prime Rate Loan, (2) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Prime Rate Loan and (3) the obligations of Lenders to make LIBOR Rate Loans shall be suspended until Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Agent or Required Lenders shall so notify Borrowing Agent and Lenders. (c) Notwithstanding any other provisions hereof, if any law, rule, regulation, treaty or directive or interpretation or application thereof shall make it unlawful for any Lender to make, fund or maintain LIBOR Rate Loans, such Lender shall promptly give notice of such circumstances to Agent, Borrowing Agent and the other Lenders. In such an event, (1) the commitment of such Lender to make LIBOR Rate Loans or convert Prime Rate Loans to LIBOR Rate Loans shall be immediately suspended and (2) such Lender’s outstanding LIBOR Rate Loans shall be converted automatically to Prime Rate Loans on the last day of the Interest Period thereof or at such earlier time as may be required by law. (d) Upon (i) any failure of any Borrower in making any borrowing of, conversion into or continuation of any LIBOR Request Rate Loan following Borrowing Agent’s delivery to Agent of any applicable Notice of Borrowing (in each case other than any such failure that arises as herein provided, Administrative Agent determines (which determination shall be conclusive, absent manifest error, provided that a result of a Lender failing to fund such determination is made on LIBOR Rate Loan or as a reasonable basisresult of a notice delivered pursuant to Section 3.8 hereof) that (i) by reason of circumstances affecting the interbank LIBOR market generally, adequate and fair means do not or will not exist for determining the LIBOR Based Rate applicable to an Interest Period, or (ii) any payment of a LIBOR Rate Loan on any day that is not the LIBOR Based Ratelast day of the Interest Period applicable thereto (regardless of the source of such prepayment and whether voluntary, as determined by Administrative acceleration or otherwise), Borrowers shall pay Agent, will not accurately reflect for the cost benefit of all Lenders that funded or were prepared and required to Lenders of making or maintaining the Loans (or fund any portion thereof) at the such LIBOR Based RateRate Loan, then Administrative Agent shall give Borrower prompt notice thereof, and the LIBOR Amount in question shall bear interest, or continue to bear interest, as the case may be, at the Base Rate. If at any time subsequent an amount equal to the giving amount of any losses, expenses and liabilities (including, without limitation, any loss (including interest paid) in connection with the re-employment of such notice, Administrative Agent determines that because of a change in circumstances the LIBOR Based Rate is again available to Borrower hereunder, Administrative Agent will so advise Borrower and Borrower may convert the rate funds but excluding any loss of interest payable hereunder from rate margin that would have been earned on the Base Rate to a LIBOR Based Rate by submitting a LIBOR Request to Administrative Agent and otherwise complying with the provisions of this Agreement with respect thereto. D. Borrower shall pay to Administrative Agent, immediately upon request and notwithstanding contrary provisions contained in the Loan Documents, such amounts as shall, in the conclusive judgment of Administrative Agent reasonably exercised, compensate Lenders for repaid amounts) that any loss, cost or expense incurred by it Lender may sustain as a result of (i) such default or such payment. For purposes of calculating amounts payable to a Lender under this paragraph, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan through the conversion, for any reason whatsoever, purchase of the rate of interest payable hereunder from the LIBOR Based Rate to the Base Rate with respect to any portion of the Principal Amount then a deposit bearing interest at LIBOR in an amount equal to the amount of that LIBOR Based Rate on Loan and having a date other than maturity and repricing characteristics comparable to the last day of an applicable relevant Interest Period; provided, or (ii) however, that each Lender may fund each of its LIBOR Rate Loans in any manner it sees fit, and the failure foregoing assumption shall be utilized only for the calculation of Borrower to borrow, or qualify to borrow, in accordance with a LIBOR Request submitted by it to Administrative Agent, which amounts shall include, without limitation, lost profitspayable under this subsection.

LIBOR Provisions. A. In 3.2.1 Subject to the event thatprovisions of Section 3.1.3 hereof, by reason Borrower may request that the Term Loan be made as LIBOR Rate Loans, that outstanding portions of any Regulation, (i) Lenders incur Additional Costs based on or measured by the amount of (1) a category of deposits or other liabilities of Lenders which includes deposits by reference Term Loan be converted to which the LIBOR Based Rate is determined as provided in this Loan Agreement and/or (2) a category of extensions of credit or other assets of Lenders which includes loans, the interest on which is determined on the basis of rates referred to in the definition of “LIBOR Rate”, (ii) Lenders become subject to restrictions on the amount of such a category of liabilities or assets which it may hold, or (iii) it shall be unlawful or impractical for Lenders to make or maintain the Loans (and that all or any portion thereofof a LIBOR Rate Loan be continued as a LIBOR Rate Loan upon expiration of the applicable Interest Period. Any such request will be made by submitting a Notice of Borrowing to Agent. Upon the expiration of an Interest Period, in the absence of a new Notice of Borrowing submitted to Agent not less than by 11:00 a.m. (Chicago time) at the LIBOR Based Rate, then at Administrative Agent’s option and election, Lenders’ obligation to make or maintain the Loans three (or portions thereof3) at the LIBOR Based Rate (and Borrower’s right to request the same) shall be suspended and Administrative Agent shall give notice thereof to Borrower and, upon the giving of such notice, interest payable hereunder at the LIBOR Based Rate shall be converted to the Base Rate, unless Lenders may lawfully continue to maintain the Loan (or any portion thereof) then bearing interest at the LIBOR Based Rate Business Days prior to the end of such Interest Period, the current Interest Period(s), at which time the interest rate LIBOR Rate Loan then maturing shall convert to the Base Rate. If subsequently Administrative Agent reasonably determines that such Regulation has ceased to be in effect, or has ceased to result in the circumstances described in clauses (i), (ii) and (iii) of this paragraph, then Administrative Agent will so advise Borrower and Borrower may convert the rate of interest payable hereunder with respect to those portions of the Principal Amount bearing interest at the Base Rate automatically converted to a LIBOR Based Rate by submitting Loan with a one month Interest Period. There may be no more than six (6) LIBOR Request Rate Loans outstanding at any one time. The Loans which are not requested as LIBOR Rate Loans in respect thereof and otherwise complying accordance with the provisions of this Agreement with respect thereto. B. Determinations by Administrative Agent of the existence or effect of any Regulation on the costs of Lenders making or maintaining the Loans, or portions thereof, at the LIBOR Based Rate, or on amounts receivable by Lenders in respect thereof, and of the additional amounts required to compensate Lenders in respect of Additional Costs, Section 3.2.1 shall be conclusivePrime Rate Loans. Agent will promptly notify Lenders, absent manifest errorby written notice, provided that such determinations are made on a reasonable basis of each Notice of Borrowing received by Administrative Agent. C. Anything herein to the contrary notwithstanding, if, at the time of or Agent prior to the determination first day of the Interest Period of the LIBOR Based Rate Loan requested thereby. 3.2.2 In the event, prior to commencement of any Interest Period relating to a LIBOR Rate Loan, Agent shall determine in respect good faith or be notified in good faith and in writing by Required Lenders that adequate and reasonable methods do not exist for ascertaining LIBOR, Agent shall promptly provide notice of such determination to Borrower and Lenders (which shall be conclusive and binding on Borrower and Lenders). In such event (a) any request for a LIBOR Rate Loan or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Prime Rate Loan, (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Prime Rate Loan, and (c) the obligations of Lenders to make LIBOR Rate Loans shall be suspended until Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Agent shall so notify Borrower and Lenders. 3.2.3 Notwithstanding any other provisions hereof, if any law, rule, regulation, treaty or directive or interpretation or application thereof shall make it unlawful for any Lender to make, fund or maintain LIBOR Rate Loans, such Lender shall promptly give notice of such circumstances to Agent, Borrower and the other Lenders. In such an event, (a) the commitment of such Lender to make LIBOR Rate Loans or convert Prime Rate Loans to LIBOR Rate Loans shall be immediately suspended and (b) such Lender’s outstanding LIBOR Rate Loans shall be converted automatically to Prime Rate Loans on the last day of the Interest Period thereof or at such earlier time as may be required by law. 3.2.4 Upon (i) any failure of Borrower in making any borrowing of, conversion into or continuation of any LIBOR Request Rate Loan following Borrower’s delivery to Agent of any applicable Notice of Borrowing (in each case other than any such failure that arises as herein provided, Administrative Agent determines (which determination shall be conclusive, absent manifest error, provided that a result of a Lender failing to fund such determination is made on LIBOR Rate Loan or as a reasonable basisresult of a notice delivered pursuant to Section 3.7 hereof) that (i) by reason of circumstances affecting the interbank LIBOR market generally, adequate and fair means do not or will not exist for determining the LIBOR Based Rate applicable to an Interest Period, or (ii) any payment of a LIBOR Rate Loan on any day that is not the LIBOR Based Rate, as determined by Administrative Agent, will not accurately reflect last day of the cost to Lenders Interest Period applicable thereto (regardless of making or maintaining the Loans (or any portion thereof) at the LIBOR Based Rate, then Administrative Agent shall give Borrower prompt notice thereof, and the LIBOR Amount in question shall bear interest, or continue to bear interest, as the case may be, at the Base Rate. If at any time subsequent to the giving source of such noticeprepayment and whether voluntary, Administrative Agent determines that because of a change in circumstances the LIBOR Based Rate is again available to Borrower hereunderby acceleration or otherwise), Administrative Agent will so advise Borrower and Borrower may convert the rate of interest payable hereunder from the Base Rate to a LIBOR Based Rate by submitting a LIBOR Request to Administrative Agent and otherwise complying with the provisions of this Agreement with respect thereto. D. Borrower shall pay to Administrative Agent, immediately upon request for the benefit of all Lenders that funded or were prepared and notwithstanding contrary provisions contained required to fund any such LIBOR Rate Loan, an amount equal to the amount of any losses, expenses and liabilities (including, without limitation, any loss (including interest paid) in connection with the Loan Documents, re-employment of such amounts as shall, in funds but excluding any loss of interest rate margin that would have been earned on the conclusive judgment of Administrative Agent reasonably exercised, compensate Lenders for repaid amounts) that any loss, cost or expense incurred by it Lender may sustain as a result of (i) such default or such payment. For purposes of calculating amounts payable to a Lender under this paragraph, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan through the conversion, for any reason whatsoever, purchase of the rate of interest payable hereunder from the LIBOR Based Rate to the Base Rate with respect to any portion of the Principal Amount then a deposit bearing interest at LIBOR in an amount equal to the amount of that LIBOR Based Rate on Loan and having a date other than maturity and repricing characteristics comparable to the last day of an applicable relevant Interest Period; provided, or (ii) however, that each Lender may fund each of its LIBOR Rate Loans in any manner it sees fit, and the failure foregoing assumption shall be utilized only for the calculation of Borrower to borrow, or qualify to borrow, in accordance with a LIBOR Request submitted by it to Administrative Agent, which amounts shall include, without limitation, lost profitspayable under this subsection.

LIBOR Provisions. A. In (a) Subject to the event thatprovisions of Section 3.1(c) hereof, by reason Borrowing Agent may request that the Term Loan be made as LIBOR Rate Loans, that outstanding portions of any Regulation, (i) Lenders incur Additional Costs based on or measured by the amount of (1) a category of deposits or other liabilities of Lenders which includes deposits by reference Term Loan be converted to which the LIBOR Based Rate is determined as provided in this Loan Agreement and/or (2) a category of extensions of credit or other assets of Lenders which includes loans, the interest on which is determined on the basis of rates referred to in the definition of “LIBOR Rate”, (ii) Lenders become subject to restrictions on the amount of such a category of liabilities or assets which it may hold, or (iii) it shall be unlawful or impractical for Lenders to make or maintain the Loans (and that all or any portion thereofof a LIBOR Rate Loan be continued as a LIBOR Rate Loan upon expiration of the applicable Interest Period. Any such request will be made by submitting a Notice of Borrowing to Agent. Upon the expiration of an Interest Period, in the absence of a new Notice of Borrowing submitted to Agent not less than by 11:00 a.m. (Chicago time) at the LIBOR Based Rate, then at Administrative Agent’s option and election, Lenders’ obligation to make or maintain the Loans three (or portions thereof3) at the LIBOR Based Rate (and Borrower’s right to request the same) shall be suspended and Administrative Agent shall give notice thereof to Borrower and, upon the giving of such notice, interest payable hereunder at the LIBOR Based Rate shall be converted to the Base Rate, unless Lenders may lawfully continue to maintain the Loan (or any portion thereof) then bearing interest at the LIBOR Based Rate Business Days prior to the end of such Interest Period, the current Interest Period(s), at which time the interest rate LIBOR Rate Loan then maturing shall convert to the Base Rate. If subsequently Administrative Agent reasonably determines that such Regulation has ceased to be in effect, or has ceased to result in the circumstances described in clauses (i), (ii) and (iii) of this paragraph, then Administrative Agent will so advise Borrower and Borrower may convert the rate of interest payable hereunder with respect to those portions of the Principal Amount bearing interest at the Base Rate automatically converted to a LIBOR Based Rate by submitting Loan with a one month Interest Period. There may be no more than six (6) LIBOR Request Rate Loans outstanding at any one time. Loans which are not requested as LIBOR Rate Loans in respect thereof and otherwise complying accordance with the provisions of this Agreement with respect thereto. B. Determinations by Administrative Agent of the existence or effect of any Regulation on the costs of Lenders making or maintaining the Loans, or portions thereof, at the LIBOR Based Rate, or on amounts receivable by Lenders in respect thereof, and of the additional amounts required to compensate Lenders in respect of Additional Costs, Section 3.2(a) shall be conclusivePrime Rate Loans. Agent will promptly notify Lenders, absent manifest errorby written notice, provided that such determinations are made on a reasonable basis of each Notice of Borrowing received by Administrative Agent. C. Anything herein to the contrary notwithstanding, if, at the time of or Agent prior to the determination first day of the Interest Period of the LIBOR Based Rate Loan requested thereby. (b) In the event, prior to commencement of any Interest Period relating to a LIBOR Rate Loan, Agent shall determine in respect good faith or be notified in good faith and in writing by Required Lenders that adequate and reasonable methods do not exist for ascertaining LIBOR, Agent shall promptly provide notice of such determination to Borrowing Agent and Lenders (which shall be conclusive and binding on Borrowers and Lenders). In such event (1) any request for a LIBOR Rate Loan or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Prime Rate Loan, (2) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Prime Rate Loan and (3) the obligations of Lenders to make LIBOR Rate Loans shall be suspended until Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Agent shall so notify Borrowing Agent and Lenders. (c) Notwithstanding any other provisions hereof, if any law, rule, regulation, treaty or directive or interpretation or application thereof shall make it unlawful for any Lender to make, fund or maintain LIBOR Rate Loans, such Lender shall promptly give notice of such circumstances to Agent, Borrowing Agent and the other Lenders. In such an event, (1) the commitment of such Lender to make LIBOR Rate Loans or convert Prime Rate Loans to LIBOR Rate Loans shall be immediately suspended and (2) such Lender’s outstanding LIBOR Rate Loans shall be converted automatically to Prime Rate Loans on the last day of the Interest Period thereof or at such earlier time as may be required by law. (d) Upon (i) any failure of any Borrower in making any borrowing of, conversion into or continuation of any LIBOR Request Rate Loan following Borrowing Agent’s delivery to Agent of any applicable Notice of Borrowing (in each case other than any such failure that arises as herein provided, Administrative Agent determines (which determination shall be conclusive, absent manifest error, provided that a result of a Lender failing to fund such determination is made on LIBOR Rate Loan or as a reasonable basisresult of a notice delivered pursuant to Section 3.8 hereof) that (i) by reason of circumstances affecting the interbank LIBOR market generally, adequate and fair means do not or will not exist for determining the LIBOR Based Rate applicable to an Interest Period, or (ii) any payment of a LIBOR Rate Loan on any day that is not the LIBOR Based Ratelast day of the Interest Period applicable thereto (regardless of the source of such prepayment and whether voluntary, as determined by Administrative acceleration or otherwise), Borrowers shall pay Agent, will not accurately reflect for the cost benefit of all Lenders that funded or were prepared and required to Lenders of making or maintaining the Loans (or fund any portion thereof) at the such LIBOR Based RateRate Loan, then Administrative Agent shall give Borrower prompt notice thereof, and the LIBOR Amount in question shall bear interest, or continue to bear interest, as the case may be, at the Base Rate. If at any time subsequent an amount equal to the giving amount of any losses, expenses and liabilities (including, without limitation, any loss (including interest paid) in connection with the re-employment of such notice, Administrative Agent determines that because of a change in circumstances the LIBOR Based Rate is again available to Borrower hereunder, Administrative Agent will so advise Borrower and Borrower may convert the rate funds but excluding any loss of interest payable hereunder from rate margin that would have been earned on the Base Rate to a LIBOR Based Rate by submitting a LIBOR Request to Administrative Agent and otherwise complying with the provisions of this Agreement with respect thereto. D. Borrower shall pay to Administrative Agent, immediately upon request and notwithstanding contrary provisions contained in the Loan Documents, such amounts as shall, in the conclusive judgment of Administrative Agent reasonably exercised, compensate Lenders for repaid amounts) that any loss, cost or expense incurred by it Lender may sustain as a result of (i) such default or such payment. For purposes of calculating amounts payable to a Lender under this paragraph, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan through the conversion, for any reason whatsoever, purchase of the rate of interest payable hereunder from the LIBOR Based Rate to the Base Rate with respect to any portion of the Principal Amount then a deposit bearing interest at LIBOR in an amount equal to the amount of that LIBOR Based Rate on Loan and having a date other than maturity and repricing characteristics comparable to the last day of an applicable relevant Interest Period; provided, or (ii) however, that each Lender may fund each of its LIBOR Rate Loans in any manner it sees fit, and the failure foregoing assumption shall be utilized only for the calculation of Borrower to borrow, or qualify to borrow, in accordance with a LIBOR Request submitted by it to Administrative Agent, which amounts shall include, without limitation, lost profitspayable under this subsection.

LIBOR Provisions. A. In the event that, by reason of any Regulation, (a) If (i) Lenders incur Additional Costs based on any requirement of law or measured by the amount of (1) a category of deposits any change therein, or other liabilities of Lenders which includes deposits by reference to which the LIBOR Based Rate is determined as provided in this Loan Agreement and/or (2) a category of extensions of credit or other assets of Lenders which includes loans, the interest on which is determined on the basis of rates referred to in the definition of “LIBOR Rate”interpretation or application thereof, (ii) Lenders become subject to restrictions on the amount of such a category of liabilities or assets which shall hereafter make it may hold, or (iii) it shall be unlawful or impractical for Lenders Lender in good faith to make or maintain the Loans (or any portion thereof) at the LIBOR Based Rate, then at Administrative Agent’s option and election, Lenders’ obligation to make or maintain the Loans (or portions thereof) at the LIBOR Based Rate (and Borrower’s right to request the same) shall be suspended and Administrative Agent shall give notice thereof to Borrower and, upon the giving of such notice, interest payable hereunder at the LIBOR Based Rate shall be converted to the Base Rate, unless Lenders may lawfully continue to maintain the Loan (or any portion thereof) then bearing interest at LIBOR (plus the LIBOR Based Rate to the end of the current Interest Period(sapplicable spread), at which time the interest rate shall convert to the Base Rate. If subsequently Administrative Agent reasonably determines that such Regulation has ceased to be in effect, or has ceased to result in the circumstances described in clauses (i), (ii) and (iii) of this paragraph, then Administrative Agent will so advise Borrower and Borrower may convert the rate of interest payable hereunder with respect to those portions of the Principal Amount bearing interest at the Base Rate to a LIBOR Based Rate by submitting a LIBOR Request in respect thereof and otherwise complying with the provisions of this Agreement with respect thereto. B. Determinations by Administrative Agent of the existence or effect of any Regulation on the costs of Lenders making or maintaining the Loans, or portions thereof, at the LIBOR Based Rate, or on amounts receivable by Lenders in respect thereof, and of the additional amounts required to compensate Lenders in respect of Additional Costs, Lender shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis by Administrative Agent. C. Anything herein to the contrary notwithstanding, if, at the time of or prior to the determination of the LIBOR Based Rate in respect of any LIBOR Request as herein provided, Administrative Agent determines have determined (which determination shall be conclusive, conclusive and binding upon Borrower absent manifest error, provided that such determination is made on a reasonable basis) that (i) by reason of circumstances affecting the interbank LIBOR Eurodollar market, U.S. dollar deposits, in an amount approximately equal to the outstanding principal balance of the Loan, are not generally available at such time in the interbank Eurodollar market generally, or that adequate and fair reasonable means do not or will not exist for determining ascertaining LIBOR for any particular Interest Period, then (x) the obligation of Lender hereunder to make the Loan bearing interest at LIBOR Based (plus the applicable spread) shall be canceled forthwith and (y) the Contract Rate shall (notwithstanding anything provided in Section 2.2 to the contrary) automatically convert to the Adjusted Rate commencing on the first day of the next succeeding Interest Period or within such earlier period as required by law. Borrower hereby agrees promptly to pay Lender, upon demand, any additional amounts necessary to compensate Lender for any reasonable third party costs incurred by Lender in making any conversion in accordance with this Agreement, including any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the Loan. Upon written demand from Borrower, Lender shall demonstrate in reasonable detail the circumstances giving rise to Lender’s determination and the calculation substantiating the Adjusted Rate and any additional costs incurred by Lender in making the conversion, which, upon written notice thereof from Lender, as certified to Borrower, shall be conclusive absent manifest error. In the event Lender shall determine in its good faith (which determination shall be conclusive and binding upon Borrower) that the aforesaid circumstances no longer exist, the Contract Rate shall be converted back to LIBOR plus the applicable spread (determined as provided in Section 2.2(a)) commencing on the first day of the Interest Period which occurs at least three (3) days after such determination by Lender. (b) In the event that any change in any requirement of law or in the interpretation or application thereof other than charges relating to income, excise, franchise or other taxes applicable to Lender, or compliance in good faith by Lender with any request or directive (whether or not having the force of law) hereafter issued by any central bank or other Governmental Authority: (i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds, by any office of Lender which is not otherwise included in the determination of LIBOR hereunder; (ii) shall hereafter have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be material; or (iii) shall hereafter impose on Lender any other condition and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder, then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable as determined by Lender (collectively, “Increased Costs”). Any determination under this Section 2.8(b) shall be made in good faith and not on an arbitrary or capricious basis. If Lender becomes entitled to claim any Increased Costs pursuant to this Section, Lender shall provide Borrower with not less than thirty (30) days’ written notice specifying in reasonable detail the event or circumstance by reason of which it has become so entitled and the additional amount required to fully-compensate Lender for such Increased Costs. A certificate as to any Increased Costs submitted by Lender to Borrower shall be conclusive in the absence of manifest error. Such certificate shall set forth Lender’s method of calculating the amount of such Increased Costs. In the event Lender makes a request for compensation of Increased Costs in an amount that is greater than ten percent (10%) of the principal balance of the Loan, Borrower shall, upon payment of the same, have the right to prepay the Loan in full without penalty or premium. This provision shall survive the repayment of the Loan and the satisfaction of all other obligations of Borrower under the Loan Documents. (c) Borrower shall indemnify Lender and hold Lender harmless from, and be responsible for paying, any Conversion Costs, which obligation shall survive payment of the Loan in full and the satisfaction of all other obligations of Borrower under the Loan Documents. As used herein “Conversion Costs” means any reasonable interest, cost, loss or expense which Lender sustains, incurs or must pay as a consequence of (i) any default by Borrower in payment of the principal of or interest on the Loan while bearing interest at LIBOR (plus the applicable spread), including any such interest, fee and expense arising from interest or fees payable by Lender to any lender providing Lender with its LIBOR funds, (ii) any prepayment (whether voluntary or mandatory) of the Loan on a day other than on last day of an Interest Period, or without sufficient prior written notice as required under this Agreement (iiwithout duplication of the Breakage Fee), and (iii) the LIBOR Based Rate, as determined by Administrative Agent, will not accurately reflect the cost to Lenders of making or maintaining the Loans conversion (or any portion thereof) at the LIBOR Based Rate, then Administrative Agent shall give Borrower prompt notice thereof, and the LIBOR Amount in question shall bear interest, or continue to bear interest, as the case may be, at the Base Rate. If at any time subsequent to the giving of such notice, Administrative Agent determines that because of a change in circumstances the LIBOR Based Rate is again available to Borrower hereunder, Administrative Agent will so advise Borrower and Borrower may convert the rate of interest payable hereunder from the Base Rate to a LIBOR Based Rate by submitting a LIBOR Request to Administrative Agent and otherwise complying with the provisions of this Agreement with respect thereto. D. Borrower shall pay to Administrative Agent, immediately upon request and notwithstanding contrary provisions contained in the Loan Documents, such amounts as shall, in the conclusive judgment of Administrative Agent reasonably exercised, compensate Lenders for any loss, cost or expense incurred by it as a result of (i) the conversion, for any reason whatsoever, whatsoever and whether voluntary or involuntary) of LIBOR (plus the applicable spread) to the Adjusted Rate on a day other than on the last day of the rate of interest payable hereunder from the LIBOR Based Rate to the Base Rate Interest Period with respect to any portion of the Principal Amount outstanding principal amount of the Loan then bearing interest at LIBOR (plus the applicable spread), including any arising from interest or fees payable or which would be payable by Lender to any lender providing Lender with its LIBOR Based Rate on a date other than the last day of an funds. Conversion Costs shall include any applicable Interest PeriodPrepayment Fee or Closed Period Prepayment Fee, or calculated by multiplying (iiA) the failure Prepayment Fee or Closed Period Prepayment Fee, as applicable required to be paid under Section 2.5 determined as if the entire principal amount of Borrower the Loan were being prepaid, by (B) a fraction the numerator of which shall be the amount then being prepaid and the denominator of which shall be the then outstanding principal balance of the Loan prior to borrow, or qualify to borrow, in accordance with a LIBOR Request submitted by it to Administrative Agent, which amounts shall include, without limitation, lost profitssuch prepayment.

LIBOR Provisions. A. (a) Subject to the provisions of Section 3.1(c) hereof, Borrowing Agent may request that the Term Loan be made as LIBOR Rate Loans, that outstanding portions of the Term Loan be converted to LIBOR Rate Loans and that all or any portion of a LIBOR Rate Loan be continued as a LIBOR Rate Loan upon expiration of the applicable Interest Period. Any such request will be made by submitting a Notice of Borrowing to Agent. There may be no more than DB1/ 123142411.13 six (6) LIBOR Rate Loans outstanding at any one time. Loans which are not requested as LIBOR Rate Loans in accordance with this Section 3.2(a) shall be Prime Rate Loans. Agent will promptly notify Lenders, by written notice, of each Notice of Borrowing received by Agent prior to the first day of the Interest Period of the LIBOR Rate Loan requested thereby. (b) In the event thatevent, by reason prior to commencement of any RegulationInterest Period relating to a LIBOR Rate Loan, Agent shall determine in good faith or be notified in good faith and in writing by Required Lenders that adequate and reasonable methods do not exist for ascertaining LIBOR, Agent or Required Lenders shall promptly provide notice of such determination to Borrowing Agent and Lenders (which shall be conclusive and binding on Borrowers and Lenders). In such event (1) any request for a LIBOR Rate Loan or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Prime Rate Loan, (2) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Prime Rate Loan and (3) the obligations of Lenders to make LIBOR Rate Loans shall be suspended until Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Agent or Required Lenders shall so notify Borrowing Agent and Lenders. (c) Notwithstanding any other provisions hereof, if any law, rule, regulation, treaty or directive or interpretation or application thereof shall make it unlawful for any Lender to make, fund or maintain LIBOR Rate Loans, such Lender shall promptly give notice of such circumstances to Agent, Borrowing Agent and the other Lenders. In such an event, (1) the commitment of such Lender to make LIBOR Rate Loans or convert Prime Rate Loans to LIBOR Rate Loans shall be immediately suspended and (2) such Lender’s outstanding LIBOR Rate Loans shall be converted automatically to Prime Rate Loans on the last day of the Interest Period thereof or at such earlier time as may be required by law. (d) Upon (i) Lenders incur Additional Costs based on or measured by the amount of (1) a category of deposits or other liabilities of Lenders which includes deposits by reference to which the LIBOR Based Rate is determined as provided in this Loan Agreement and/or (2) a category of extensions of credit or other assets of Lenders which includes loans, the interest on which is determined on the basis of rates referred to in the definition of “LIBOR Rate”, (ii) Lenders become subject to restrictions on the amount of such a category of liabilities or assets which it may hold, or (iii) it shall be unlawful or impractical for Lenders to make or maintain the Loans (or any portion thereof) at the LIBOR Based Rate, then at Administrative Agent’s option and election, Lenders’ obligation to make or maintain the Loans (or portions thereof) at the LIBOR Based Rate (and Borrower’s right to request the same) shall be suspended and Administrative Agent shall give notice thereof to Borrower and, upon the giving of such notice, interest payable hereunder at the LIBOR Based Rate shall be converted to the Base Rate, unless Lenders may lawfully continue to maintain the Loan (or any portion thereof) then bearing interest at the LIBOR Based Rate to the end of the current Interest Period(s), at which time the interest rate shall convert to the Base Rate. If subsequently Administrative Agent reasonably determines that such Regulation has ceased to be in effect, or has ceased to result in the circumstances described in clauses (i), (ii) and (iii) of this paragraph, then Administrative Agent will so advise Borrower and Borrower may convert the rate of interest payable hereunder with respect to those portions of the Principal Amount bearing interest at the Base Rate to a LIBOR Based Rate by submitting a LIBOR Request in respect thereof and otherwise complying with the provisions of this Agreement with respect thereto. B. Determinations by Administrative Agent of the existence or effect failure of any Regulation on the costs of Lenders Borrower in making any borrowing of, conversion into or maintaining the Loans, or portions thereof, at the LIBOR Based Rate, or on amounts receivable by Lenders in respect thereof, and of the additional amounts required to compensate Lenders in respect of Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis by Administrative Agent. C. Anything herein to the contrary notwithstanding, if, at the time of or prior to the determination of the LIBOR Based Rate in respect continuation of any LIBOR Request Rate Loan following Borrowing Agent’s delivery to Agent of any applicable Notice of Borrowing (in each case other than any such failure that arises as herein provided, Administrative Agent determines (which determination shall be conclusive, absent manifest error, provided that a result of a Lender failing to fund such determination is made on LIBOR Rate Loan or as a reasonable basisresult of a notice delivered pursuant to Section 3.8 hereof) that (i) by reason of circumstances affecting the interbank LIBOR market generally, adequate and fair means do not or will not exist for determining the LIBOR Based Rate applicable to an Interest Period, or (ii) any payment of a LIBOR Rate Loan on any day that is not the LIBOR Based Ratelast day of the Interest Period applicable thereto (regardless of the source of such prepayment and whether voluntary, as determined by Administrative acceleration or otherwise), Borrowers shall pay Agent, will not accurately reflect for the cost benefit of all Lenders that funded or were prepared and required to Lenders of making or maintaining the Loans (or fund any portion thereof) at the such LIBOR Based RateRate Loan, then Administrative Agent shall give Borrower prompt notice thereof, and the LIBOR Amount in question shall bear interest, or continue to bear interest, as the case may be, at the Base Rate. If at any time subsequent an amount equal to the giving amount of any losses, expenses and liabilities (including, without limitation, any loss (including interest paid) in connection with the re-employment of such notice, Administrative Agent determines that because of a change in circumstances the LIBOR Based Rate is again available to Borrower hereunder, Administrative Agent will so advise Borrower and Borrower may convert the rate funds but excluding any loss of interest payable hereunder from rate margin that would have been earned on the Base Rate to a LIBOR Based Rate by submitting a LIBOR Request to Administrative Agent and otherwise complying with the provisions of this Agreement with respect thereto. D. Borrower shall pay to Administrative Agent, immediately upon request and notwithstanding contrary provisions contained in the Loan Documents, such amounts as shall, in the conclusive judgment of Administrative Agent reasonably exercised, compensate Lenders for repaid amounts) that any loss, cost or expense incurred by it Lender may sustain as a result of (i) such default or such payment. For purposes of calculating amounts payable to a Lender under this paragraph, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan through the conversion, for any reason whatsoever, purchase of the rate of interest payable hereunder from the LIBOR Based Rate to the Base Rate with respect to any portion of the Principal Amount then a deposit bearing interest at LIBOR in an amount equal to the amount of that LIBOR Based Rate on Loan and having a date other than maturity and repricing characteristics comparable to the last day of an applicable relevant Interest Period; provided, or (ii) however, that each Lender may fund each of its LIBOR Rate Loans in any manner it DB1/ 123142411.13 sees fit, and the failure foregoing assumption shall be utilized only for the calculation of Borrower to borrow, or qualify to borrow, in accordance with a LIBOR Request submitted by it to Administrative Agent, which amounts shall include, without limitation, lost profitspayable under this subsection.

LIBOR Provisions. A. (a) Subject to the provisions of Section 3.1.3 hereof, Borrowers may request that the Term Loan be made as LIBOR Rate Loans, that outstanding portions of the Term Loan be converted to LIBOR Rate Loans and that all or any portion of a LIBOR Rate Loan be continued as a LIBOR Rate Loan upon expiration of the applicable Interest Period. Any such request will be made by submitting a Notice of Borrowing or Notice of Conversion/Continuation to Agent. Upon the expiration of an Interest Period, in the absence of a new Notice of Conversion/Continuation submitted to Agent not less than by 11:00 a.m. (Chicago time) three (3) Business Days prior to the end of such Interest Period, the LIBOR Rate Loan then maturing shall be automatically converted to a Prime Rate Loan. If any Notice of Borrowing or Notice of Conversion/Continuation fails to elect between a Prime Rate Loan and a LIBOR Rate Loan, then the applicable Loan shall be made as a LIBOR Rate Loan with a one-month Interest Period. If any Notice of Borrowing or Notice of Conversion/Continuation fails to include an interest period, the applicable LIBOR Rate Loan shall be automatically converted to a LIBOR Rate Loan with a one month Interest Period. There may be no more than six (6) LIBOR Rate Loans outstanding at any one time. Agent will promptly notify Lenders, by written notice, of each Notice of Borrowing and Notice of Conversion/Continuation. (b) In the event thatevent, by reason prior to commencement of any RegulationInterest Period relating to a LIBOR Rate Loan, Agent shall determine in good faith or be notified in good faith and in writing by Required Lenders that adequate and reasonable methods do not exist for ascertaining LIBOR, Agent shall promptly provide written notice of such determination to Borrower Agent and Lenders (which shall be conclusive and binding on Borrowers and Lenders absent manifest error). In such event (a) any request for a LIBOR Rate Loan or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Prime Rate Loan, (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Prime Rate Loan, and (c) the obligations of Lenders to make LIBOR Rate Loans shall be suspended until Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Agent shall so notify Borrower Agent and Lenders. (c) Notwithstanding any other provisions hereof, if any law, rule, regulation, treaty or directive or interpretation or application thereof shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful for any Lender to make, fund or maintain LIBOR Rate Loans, such Lender shall promptly give written notice of such circumstances to Agent, Borrower Agent and the other Lenders. In such an event, (a) the commitment of such Lender to make LIBOR Rate Loans or convert Prime Rate Loans to LIBOR Rate Loans shall be immediately suspended and (b) such Lender's outstanding LIBOR Rate Loans shall be converted automatically to Prime Rate Loans on the last day of the Interest Period thereof or at such earlier time as may be required by applicable law. (d) Upon (i) any failure of Borrowers in making any borrowing of, conversion into or continuation of any LIBOR Rate Loan following Borrower Agent's delivery to Agent of any applicable Notice of Borrowing or Notice of Conversion/Continuation (in each case other than any such failure that arises as a result of a Lender failing to fund such LIBOR Rate Loan or as a result of a notice delivered pursuant to Section 3.6 hereof) or (ii) any payment of a LIBOR Rate Loan on any day that is not the last day of the Interest Period applicable thereto (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise), Borrowers shall pay Agent, for the benefit of all Lenders incur Additional Costs based on that funded or measured by were prepared and required to fund any such LIBOR Rate Loan, an amount equal to the amount of any losses, expenses and liabilities (1including, without limitation, any loss (including interest paid) a category in connection with the re-employment of deposits or other liabilities such funds but excluding any loss of Lenders which includes deposits by reference to which the LIBOR Based Rate is determined as provided in this Loan Agreement and/or (2) a category of extensions of credit or other assets of Lenders which includes loans, the interest on which is determined rate margin that would have been earned on the basis repaid amounts) that any Lender may sustain as a result of rates referred such default or such payment. For purposes of calculating amounts payable to a Lender under this paragraph, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan through the purchase of a deposit bearing interest at LIBOR in an amount equal to the definition amount of “that LIBOR Rate”Rate Loan and having a maturity and repricing characteristics comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its LIBOR Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. A certificate (iiin reasonable detail) Lenders become subject as to restrictions on the amount of such payment or liability delivered to Borrowers by a category of liabilities or assets which it may holdLender (with a copy to Agent), or (iii) it shall be unlawful or impractical for Lenders to make or maintain the Loans (or any portion thereof) at the LIBOR Based Rate, then at Administrative Agent’s option and election, Lenders’ obligation to make or maintain the Loans (or portions thereof) at the LIBOR Based Rate (and Borrower’s right to request the same) shall be suspended and Administrative by Agent shall give notice thereof to Borrower and, upon the giving of such notice, interest payable hereunder at the LIBOR Based Rate shall be converted to the Base Rate, unless Lenders may lawfully continue to maintain the Loan (or any portion thereof) then bearing interest at the LIBOR Based Rate to the end of the current Interest Period(s), at which time the interest rate shall convert to the Base Rate. If subsequently Administrative Agent reasonably determines that such Regulation has ceased to be in effect, or has ceased to result in the circumstances described in clauses (i), (ii) and (iii) of this paragraph, then Administrative Agent will so advise Borrower and Borrower may convert the rate of interest payable hereunder with respect to those portions of the Principal Amount bearing interest at the Base Rate to a LIBOR Based Rate by submitting a LIBOR Request in respect thereof and otherwise complying with the provisions of this Agreement with respect thereto. B. Determinations by Administrative Agent of the existence or effect of any Regulation on the costs of Lenders making or maintaining the Loans, or portions thereof, at the LIBOR Based Rate, or on amounts receivable by Lenders in respect thereof, and of the additional amounts required to compensate Lenders in respect of Additional Costsits own behalf, shall be conclusive, conclusive absent manifest error, provided that such determinations are made on a reasonable basis by Administrative Agent. C. Anything herein to (e) Notwithstanding the contrary notwithstandingforegoing, if, at the time of or prior to the determination of the LIBOR Based Rate in respect of any LIBOR Request as herein provided, Administrative if Agent determines (which determination shall be conclusive, conclusive absent manifest demonstrable error, provided that such determination is made on a reasonable basis) that (a) the London Interbank Offered Rate is no longer available and such unavailability is unlikely to be temporary or (b) the supervisor for the administrator of the London Interbank Offered Rate or a Governmental Authority having jurisdiction over Agent has made a public statement identifying a specific date after which the London Interbank Offered Rate shall no longer be used for determining interest rates for loans, then (i) by reason Agent and the Company shall negotiate in good faith to establish an alternate rate of circumstances affecting interest to the interbank LIBOR Rate that gives due consideration to the then prevailing market generally, adequate and fair means do not or will not exist convention for determining a rate of interest for syndicated loans in the LIBOR Based Rate applicable United States at such time, and shall enter into an amendment to an Interest Periodthis Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable, or (ii) notwithstanding anything to the LIBOR Based Ratecontrary in Section 15.1, such amendment to this Agreement shall become effective without any further action or consent of any other party to this Agreement so long as determined by Administrative Agent, will not accurately reflect the cost to Lenders of making or maintaining the Loans (or any portion thereof) at the LIBOR Based Rate, then Administrative Agent shall give Borrower prompt not have received, within five (5) Business Days of the date notice thereof, and the LIBOR Amount in question shall bear interest, or continue to bear interest, as the case may be, at the Base Rate. If at any time subsequent to the giving of such notice, Administrative Agent determines that because of a change in circumstances the LIBOR Based Rate is again available to Borrower hereunder, Administrative Agent will so advise Borrower and Borrower may convert the alternate rate of interest payable hereunder is provided to the Lenders, a written notice from the Base Rate Required Lenders stating that such Required Lenders object to a LIBOR Based Rate by submitting a LIBOR Request to Administrative Agent such amendment, and otherwise complying with the provisions of this Agreement with respect thereto. D. Borrower shall pay to Administrative Agent, immediately upon request and notwithstanding contrary provisions contained in the Loan Documents, such amounts as shall, in the conclusive judgment of Administrative Agent reasonably exercised, compensate Lenders for any loss, cost or expense incurred by it as a result of (iiii) the conversion, for any reason whatsoever, of the until an alternate rate of interest payable hereunder from the LIBOR Based Rate to the Base Rate with respect to any portion of the Principal Amount then bearing interest at the LIBOR Based Rate on a date other than the last day of an applicable Interest Period, or (ii) the failure of Borrower to borrow, or qualify to borrow, shall be determined in accordance with a LIBOR Request submitted by it to Administrative Agent, which amounts shall include, without limitation, lost profits.this 3.1.5

LIBOR Provisions. A. In This Section 2.8 shall be applicable only during the event that, by reason of any Regulation, Extension Term. (a) If (i) Lenders incur Additional Costs based on any requirement of law arising after the Closing Date or measured by the amount of (1) a category of deposits any change therein, or other liabilities of Lenders which includes deposits by reference to which the LIBOR Based Rate is determined as provided in this Loan Agreement and/or (2) a category of extensions of credit or other assets of Lenders which includes loans, the interest on which is determined on the basis of rates referred to in the definition of “LIBOR Rate”interpretation or application thereof, (ii) Lenders become subject to restrictions on the amount of such a category of liabilities or assets which shall hereafter make it may hold, or (iii) it shall be unlawful or impractical for Lenders Lender in good faith to make or maintain the Loans (or any portion thereof) at the LIBOR Based Rate, then at Administrative Agent’s option and election, Lenders’ obligation to make or maintain the Loans (or portions thereof) at the LIBOR Based Rate (and Borrower’s right to request the same) shall be suspended and Administrative Agent shall give notice thereof to Borrower and, upon the giving of such notice, interest payable hereunder at the LIBOR Based Rate shall be converted to the Base Rate, unless Lenders may lawfully continue to maintain the Loan (or any portion thereof) then loans bearing interest at the LIBOR Based Rate to the end of the current Interest Period(s), at which time the interest rate shall convert to the Base Rate. If subsequently Administrative Agent reasonably determines that such Regulation has ceased to be in effectLIBOR, or has ceased to result in the circumstances described in clauses (i), (ii) and (iii) of this paragraph, then Administrative Agent will so advise Borrower and Borrower may convert the rate of interest payable hereunder with respect to those portions of the Principal Amount bearing interest at the Base Rate to a LIBOR Based Rate by submitting a LIBOR Request in respect thereof and otherwise complying with the provisions of this Agreement with respect thereto. B. Determinations by Administrative Agent of the existence or effect of any Regulation on the costs of Lenders making or maintaining the Loans, or portions thereof, at the LIBOR Based Rate, or on amounts receivable by Lenders in respect thereof, and of the additional amounts required to compensate Lenders in respect of Additional Costs, Lender shall be conclusive, absent manifest error, provided have reasonably determined that such determinations are made on a reasonable basis by Administrative Agent. C. Anything herein to the contrary notwithstanding, if, at the time of or prior to the determination of the LIBOR Based Rate in respect of any LIBOR Request as herein provided, Administrative Agent determines (which determination shall be conclusive, absent manifest error, provided that such determination is made on a reasonable basis) that (i) by reason of circumstances affecting the London interbank LIBOR market, U.S. dollar deposits, in an amount approximately equal to the outstanding principal balance of the Loan, are not generally available at such time in the London interbank market generally, or that adequate and fair reasonable means do not or will not exist for determining the ascertaining LIBOR Based Rate applicable to an for any particular Interest Period, then during such period of time (x) the obligation of Lender hereunder to make the Loan bearing interest at LIBOR (plus the applicable spread) shall not apply and (y) the Extension Contract Rate shall (notwithstanding anything provided in Section 2.2 to the contrary) automatically convert to the Adjusted Rate commencing on the first day of the next succeeding Interest Period or within such earlier period as required by law. Borrower hereby agrees promptly to pay Lender, within five (5) days after demand, any additional amounts necessary to compensate Lender for any reasonable third party costs incurred by Lender in making any conversion to the Adjusted Rate in accordance with this Agreement. Upon written demand from Borrower, Lender shall demonstrate in reasonable detail the circumstances giving rise to Lender's determination that the provisions hereof apply and the calculation substantiating the Adjusted Rate and any such additional costs incurred by Lender in making the conversion, which, upon written notice thereof from Lender, as certified to Borrower, shall be conclusive provided Lender has made such determination reasonably and in good faith. In the event the aforesaid circumstances no longer exist as reasonably determined by Lender, Lender shall promptly notify Borrower and the Extension Contract Rate shall be converted back to LIBOR plus the Margin commencing on the first day of the Interest Period which occurs at least three (3) days after such determination by Lender. (b) In the event that any change after the Closing Date in any requirement of law applicable to maintaining loans or extensions of credit bearing interest at LIBOR, or in the interpretation or application thereof, other than charges relating to income, excise, franchise or other taxes applicable to Lender, or compliance in good faith by Lender with any request or directive relating thereto (whether or not having the force of law) hereafter issued by any central bank or other Governmental Authority: (i) shall hereafter impose on, modify or hold applicable to Lender any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds, by any office of Lender which is not otherwise included in the determination of LIBOR hereunder; (ii) shall hereafter have the LIBOR Based Rateeffect of reducing the rate of return on Lender's capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, as determined change or compliance (taking into consideration Lender's policies with respect to capital adequacy) by Administrative Agent, will not accurately reflect any amount deemed by Lender to be material; or (iii) shall hereafter impose on Lender any other condition and the result of any of the foregoing is to increase the cost to Lenders Lender of making making, renewing or maintaining loans or extensions of credit bearing interest at LIBOR or to reduce any amount receivable hereunder, then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable as reasonably determined by Lender (collectively, "Increased Costs"). If Lender becomes entitled to claim any Increased Costs pursuant to this Section, Lender shall provide Borrower with not less than thirty (30) days' written notice specifying in reasonable detail the Loans (event or any portion thereof) at the LIBOR Based Rate, then Administrative Agent shall give Borrower prompt notice thereof, circumstance by reason of which it has become so entitled and the LIBOR Amount in question shall bear interest, or continue additional amount required to bear interest, fully-compensate Lender for such Increased Costs. A certificate as the case may be, at the Base Rate. If at to any time subsequent to the giving of such notice, Administrative Agent determines that because of a change in circumstances the LIBOR Based Rate is again available Increased Costs submitted by Lender to Borrower hereunder, Administrative Agent will so advise shall be conclusive provided Lender has made such determination reasonably and in good faith. This provision shall survive the repayment of the Loan and the satisfaction of all other obligations of Borrower and Borrower may convert the rate of interest payable hereunder from the Base Rate to a LIBOR Based Rate by submitting a LIBOR Request to Administrative Agent and otherwise complying with the provisions of this Agreement with respect thereto. D. Borrower shall pay to Administrative Agent, immediately upon request and notwithstanding contrary provisions contained in under the Loan Documents. Notwithstanding anything to the contrary contained herein, it shall be a condition to the Borrower's obligation to pay compensation under Subsection 2.8(b) that such amounts as shallcompensation requirements are also being imposed on substantially all other similar classes or categories of commercial loans or commitments of Lender that are similarly affected by the circumstances giving rise to such Increased Costs. (c) Borrower shall indemnify Lender and hold Lender harmless from, and be responsible for paying, any Conversion Costs. This provision shall survive payment of the Loan in full and the conclusive judgment satisfaction of Administrative Agent reasonably exercised, compensate Lenders for all other obligations of Borrower under the Loan Documents. As used herein "Conversion Costs" means any loss, cost or expense costs incurred by it Lender as a result consequence of the conversion (i) the conversion, for any reason whatsoever, permitted by Section 2.8(a) above) of the rate of Loan from a loan bearing interest payable hereunder from at LIBOR (plus the LIBOR Based Rate applicable spread) to the Base Rate with respect to any portion of the Principal Amount then a loan bearing interest at the LIBOR Based Rate on a date other than the last day of an applicable Interest Period, or (ii) the failure of Borrower to borrow, or qualify to borrow, in accordance with a LIBOR Request submitted by it to Administrative Agent, which amounts shall include, without limitation, lost profitsAdjusted Rate.