Common use of LIBOR Rate Clause in Contracts

LIBOR Rate. As applicable to any LIBOR Rate Loan, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan as selected by Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan. In the event that Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on the basis information presented on Page LIBOR01 of the offered rates for deposits in Dollars, for a period of time comparable to the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page Service as of 11:00 a.m. London time on the day that is two second (22nd) LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Mandatory Reserve Rate. If the rate described above does not appear on such service the Dow Xxxxx Market Service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two second (22nd) LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the LIBOR Rate Loan. A Loan shall bear bearing interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect calculated by reference to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageRate.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to the Interest Period for such LIBOR Rate Loan which appears on is equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters Screen LIBOR01 Page (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (collectively, the “Reuters System”) as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for applicable to such LIBOR Rate Loan; provided, however, if the rate described above does not appear on such service the Reuters System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, upward if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day date that is two (2) LIBOR Business Days preceding the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two (2) such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two (2) quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern Boston time), on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the such LIBOR Rate Loan. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR Rate deposits of Agentany Lender, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) 1 minus the Reserve Percentage.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (i) the rate determined on by the basis of the offered rates Administrative Agent at which Dollar deposits for deposits in Dollars, for a period of time comparable to the such Interest Period for such LIBOR Rate Loan which appears are offered based on the information presented on Reuters Screen LIBOR01 Page (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for such LIBOR Rate Loan; provided, however, if divided by (ii) a number equal to 1.00 minus the Eurocurrency Reserve Rate. If the rate described above does not appear on such service the Telerate screen on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage reserve requirement with respect to LIBOR deposits of Agentthe Lenders, then for any period during which such Reserve Percentage reserve requirement shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (11.00) minus the Eurocurrency Reserve PercentageRate. LIBOR Rate Loan(s). Those Loans bearing interest calculated by reference to the LIBOR Rate. Lien. See §9.2.

LIBOR Rate. As applicable to any LIBOR Rate Loan, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan as selected by Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan. In the event that Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for a LIBOR Rate Loan cannot be determineddetermined and §4.6 shall apply. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (i) the rate determined on by the basis of the offered rates Administrative Agent at which Dollar deposits for deposits in Dollars, for a period of time comparable to the such Interest Period for such LIBOR Rate Loan which appears are offered based on the information presented on Reuters Screen LIBOR01 Page page as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on such service the Reuters Screen LIBOR01 page on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear LIBOR Rate Loans. Revolving Credit Loans bearing interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect calculated by reference to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageRate.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on the basis information presented on Page 3750 of the offered rates for deposits in DollarsDow Jones Market Service (formerly known as the Telerate Service) xx xxch other commercially available source providing such information and designated by the Administrative Agent, for a period of time comparable to the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on the Dow Jones Market Service or such service other commercially available source xxxxxding such information and designated by the Administrative Agent on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage.

LIBOR Rate. As applicable to any LIBOR Rate Loan, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan as selected by Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan. In the event that Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for a LIBOR Rate Loan cannot be determineddetermined and §4.6 shall apply. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage. In the event the LIBOR Rate shall be less than zero, the LIBOR Rate shall be deemed zero for the purposes of this Agreement. LIBOR Rate Loans. Those Revolving Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (a) the rate determined on by the basis of the offered rates Administrative Agent at which Dollar deposits for deposits in Dollars, for a period of time comparable to the such Interest Period for such LIBOR Rate Loan which appears are offered based on the Reuters Screen LIBOR01 information presented on Telerate Page 3750 as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (b) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on such service the Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear LIBOR Rate Loans. Revolving Credit Loans bearing interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect calculated by reference to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageRate.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (i) the rate determined on by the basis of the offered rates Administrative Agent at which Dollar deposits for deposits in Dollars, for a period of time comparable to the such Interest Period for such LIBOR Rate Loan which appears are offered based on the Reuters Screen LIBOR01 information presented on Telerate Page 3750 as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on such service the Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear LIBOR Rate Loans. Loans bearing interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect calculated by reference to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageRate.

LIBOR Rate. As applicable to any Interest Period for any LIBOR Rate Loan, the rate per annum (rounded upwards, if necessary, to the nearest 1/32nd of one percent) as determined on the basis of the offered rates for deposits in Dollars, for a the period of time comparable to the such Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page Telerate page 3750 as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of the such Interest Period for such LIBOR Rate LoanPeriod; provided, however, if the rate described above does not appear on such service the Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upwardupwards as described above, if necessary, ) for deposits in Dollars for a period substantially equal to the nearest one hundred-thousandth Interest Period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of a percentage pointdisplaying such rates), as of 11:00 a.m. (London Time), on the day that is two (2) LIBOR Business Days prior to the beginning of such Interest Period. If both the Telerate and Reuters systems are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the such Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business Days preceding the first day of the such Interest Period for the LIBOR Rate Loan as selected by Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar U.S. dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requestedprovided, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) LIBOR Business Days preceding the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, determined and the Loan provisions of Section 4.6 shall bear interest at the Base Rateapply. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) 1 minus the Reserve Percentage.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to the Interest Period for such LIBOR Rate Loan which appears on is equal to the British Bankers Association LIBOR Rate ("BBA LIBOR"), as published by Reuters Screen LIBOR01 Page (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (collectively, the "Reuters System") as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for applicable to such LIBOR Rate Loan; provided, however, if the rate described above does not appear on such service the Reuters System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, upward if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day date that is two (2) LIBOR Business Days preceding the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two (2) such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two (2) quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the such LIBOR Rate Loan. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR Rate deposits of Agentany Lender, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) 1 minus the Reserve Percentage.

LIBOR Rate. As applicable For any Interest Period with respect to any LIBOR a Eurocurrency Rate LoanLoan denominated in Dollars, the rate per annum as of interest equal to (a) the rate determined on by the basis of the offered rates Administrative Agent at which Dollar deposits for deposits in Dollars, for a period of time comparable to the such Interest Period for such LIBOR Rate Loan which appears are offered based on the Reuters Screen LIBOR01 information presented on Telerate Page 3750 as of 11:00 a.m. (London time time) on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (b) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on such service the Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. (London time, ) on the day that is two (2) LIBOR second Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two (2) such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two (2) quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), ) on the day that is two (2) LIBOR second Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Eurocurrency Rate Loan denominated in Dollars cannot be determined. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (i) the rate determined on by the basis of the offered rates Bank at which Dollar deposits for deposits in Dollars, for a period of time comparable to the such Interest Period for such LIBOR Rate Loan which appears are offered based on the Reuters Screen LIBOR01 information presented on Telerate Page 3750 as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Interest Period for such LIBOR Rate LoanEurocurrency Reserve Rate, if applicable; provided, however, if the rate described above does not appear on such service the Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upwardupwards as described above, if necessary, for deposits in dollars for a period substantially equal to the nearest one hundred-thousandth interest period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of a percentage pointdisplaying such rates), as of 11:00 a.m. (London Time), on the second LIBOR Business Day prior to the first day of such Interest Period. If both the Telerate and Reuters system are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by up to four (4) major banks in the London interbank market markets at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the of such LIBOR Rate Loan as selected by Agentthe Bank. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars U.S. dollars to leading European banks for a period of time comparable to the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the such LIBOR Rate Loan. In the event that Agent the Bank is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear LIBOR Rate Loans. Any Revolving Credit Loans bearing interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect calculated by reference to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageRate.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable interest equal to the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period for such LIBOR Rate Loan which appears are offered based on the information presented on Reuters Screen LIBOR01 Page as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for such LIBOR Rate Loan; provided, however, if Period. If the rate described above does not appear on such service the Reuters Screen LIBOR01 Page on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In As used herein, “Reuters Screen LIBOR01 Page” means the display page currently so designated on the Reuters Monitor Money Rates Service (or such eventother page as may replace such page on such service for the purpose of displaying the rates at which dollar deposits are offered by leading banks in the London interbank deposit market), as reported by Bloomberg Financial Markets Commodities News (or by another source selected by the Loan shall bear interest at Administrative Agent and notified by the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal Administrative Agent to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageManager).

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (a) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on the basis information presented on Page 3750 of the offered rates for deposits in Dollars, for a period of time comparable to Dow Xxxxx Market Service (formerly known as the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page Telerate Service) as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (b) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on such service the Dow Xxxxx Market Service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such eventLIBOR Rate Loans. Revolving Credit Loans, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors Acquisition Loans and all or any portion of the Federal Reserve System shall impose a Reserve Percentage with respect Term Loan bearing interest calculated by reference to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageRate.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (a) the rate determined on by the basis of the offered rates Bank at which Dollar deposits for deposits in Dollars, for a period of time comparable to the such Interest Period for such LIBOR Rate Loan which appears are offered based on the Reuters Screen LIBOR01 information presented on Telerate Page 3750 as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (b) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on such service the Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by Agentthe Bank. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that Agent the Bank is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base RateLIBOR Rate Loans. In the event that the Board of Governors All or any portion of the Federal Reserve System shall impose a Reserve Percentage with respect Loans bearing interest calculated by reference to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageRate.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (i) the rate determined by the Agent at which Dollar deposits for such Interest Period are offered based on the basis information presented on Page 3750 of the offered rates for deposits in Dollars, for a period of time comparable to Dow Xxxxx Market Service (formerly known as the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page Telerate Service) as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on such service the Dow Xxxxx Market Service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear LIBOR Rate Loans. Revolving Credit Loans bearing interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect calculated by reference to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageRate.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (i) the rate determined on by the basis of the offered rates Agent at which Dollar deposits for deposits in Dollars, for a period of time comparable to the such Interest Period for such LIBOR Rate Loan which appears are offered based on the information presented on Reuters Screen LIBOR01 Page page as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on such service the Reuters Screen LIBOR01 page on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear LIBOR Rate Loans. Revolving Credit Loans bearing interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect calculated by reference to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageRate.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (a) the rate determined by the Agent at which Dollar deposits for such Interest Period are offered based on the basis information presented on Page 3750 of the offered rates for deposits in Dollars, for a period of time comparable to Dow Xxxxx Market Service (formerly known as the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page Telerate Service) as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (b) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, howeverEurocurrency Reserve Rate, if applicable. If the rate described above does not appear on such service the Dow Xxxxx Market Service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by Agentthe Agent in good faith. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear LIBOR Rate Loans. Revolving Credit Loans bearing interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect calculated by reference to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageRate.

LIBOR Rate. As applicable For any Interest Period with respect to any LIBOR a Libor Rate Loan, means, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to the Interest Period for such LIBOR Libor Rate Loan which appears on the Reuters Screen LIBOR01 Page Dow Jxxxx Market Service (formerly known as the Telerate Service) page 3750 as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for such LIBOR Libor Rate Loan; provided, however, if the rate described above does not appear on such service the Dow Jxxxx Market Service on any applicable interest determination date, the LIBOR Libor Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Libor Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR such Libor Rate Loan Loan, as selected by the Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the Interest Period for such LIBOR Libor Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR such Libor Rate Loan. In the event that the Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Libor Rate for a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR Libor Rate deposits of Agentany Lender, then for any period during which such Reserve Percentage shall apply, the LIBOR Libor Rate shall be equal to the amount determined above divided by an amount equal to one (1) 1 minus the Reserve Percentage. Libor Rate Loan(s). Loans bearing interest calculated by reference to the Libor Rate.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (i) the rate determined on by the basis of the offered rates Agent at which Dollar deposits for deposits in Dollars, for a period of time comparable to the such Interest Period for such LIBOR Rate Loan which appears are offered based on the information presented on Reuters Screen LIBOR01 Page as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on such service the Reuters Screen LIBOR01 Page on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In As used herein, “Reuters Screen LIBOR01 Page” means the display page currently so designated on the Reuters Monitor Money Rates Service (or such eventother page as may replace such page on such service for the purpose of displaying the rates at which dollar deposits are offered by leading banks in the London interbank deposit market), as reported by Bloomberg Financial Markets Commodities News (or by another source selected by the Loan shall bear interest at Agent and notified by the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal Agent to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageManager).

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on the basis information presented on Page 3750 of the offered rates for deposits in Dollars, for a period of time comparable to Dow Jones Market Service (formerly kxxxx as the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page Telerate Service) as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on such service the Dow Jones Market Service on any applicable applxxxxxe interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the ofthe four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear LIBOR Rate Loans. Loans bearing interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect calculated by reference to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageRate.

LIBOR Rate. As applicable to any LIBOR Rate Loan, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan as selected by Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan. In the event that Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage. LIBOR Rate Loans. Those Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered in the London interbank market based on the basis information presented on Page 3750 of the offered rates for deposits in Dollars, for a period of time comparable to Dow Jxxxx Market Service (formerly known as the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page Telerate Service) as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on such service the Dow Jxxxx Market Service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageLoans. The Tranche A LIBOR Rate Loans.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on the basis information presented on Page 3750 of the offered rates for deposits in Dollars, for a period of time comparable to Dow Xxxxx Market Service (formerly known as the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page Telerate Service) as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on such service the Dow Xxxxx Market Service (formerly known as the Telerate Service) on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, LIBOR Rate Loans. Loans bearing interest calculated by reference to the Loan shall bear interest at the Base LIBOR Rate. In Lien. Any mortgage, deed of trust, security interest, pledge, hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien (statutory, judgment or otherwise), or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any Capitalized Lease, any Synthetic Lease, any financing lease involving substantially the event that the Board of Governors same economic effect as any of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits foregoing and the filing of Agent, then for any period during which such Reserve Percentage shall apply, financing statement under the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageUCC or comparable law of any jurisdiction).

LIBOR Rate. As applicable The term "LIBOR Rate" means, with respect to any LIBOR ---------- Rate LoanAdvance, the interest rate per annum (rounded upward, if necessary, to the nearest 1/32 of one percent), as determined on the basis of the offered rates for deposits in Dollars, Dollars for a period of time comparable to the Interest Period selected or deemed selected by Borrower for such LIBOR Rate Loan Advance which appears appear on the Reuters Screen LIBOR01 Page Telerate page 3750 as of 11:00 a.m. London time on the day that is two (2) LIBOR Business London Banking Days preceding the first day of the Interest Period for such LIBOR Rate Loan; provided, however, if the Advance. If such rate described above does not appear on such service the Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upwardupward as described above, if necessary, ) for deposits in Dollars for a period substantially equal to the nearest one hundred-thousandth Interest Period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of a percentage pointdisplaying such rates), as of 11:00 a.m. (London time), on the day that is two (2) London Banking Days prior to the beginning of such Interest Period. If both the Telerate and Reuters system are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan Advance which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business London Banking Days preceding the first day of the Interest Period for the such LIBOR Rate Loan as selected by AgentAdvance. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the Interest Period for such LIBOR Rate Loan Advance offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) LIBOR Business London Banking Days preceding the first day of the Interest Period for the such LIBOR Rate LoanAdvance. In the event that Agent the Bank is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for a such LIBOR Rate Loan Advance cannot be determined. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR Rate deposits of Agentthe Lender, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) 1 minus the Reserve Percentage.

LIBOR Rate. As applicable to any Interest Period for any LIBOR Rate Loan, the rate per annum (rounded upwards, if necessary, to the nearest 1/32nd of one percent) as determined on the basis of the offered rates for deposits in Dollars, for a the period of time comparable to the such Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page Telerate page 3750 as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of the such Interest Period for such LIBOR Rate LoanPeriod; provided, however, if the rate described above does not appear on such service the Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upwardupwards as described above, if necessary, ) for deposits in Dollars for a period substantially equal to the nearest one hundred-thousandth Interest Period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of a percentage pointdisplaying such rates), as of 11:00 a.m. (London Time), on the day that is two (2) LIBOR Business Days prior to the beginning of such Interest Period. If both the Telerate and Reuters systems are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the such Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business Days preceding the first day of the such Interest Period for the LIBOR Rate Loan as selected by Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar U.S. dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requestedprovided, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) LIBOR Business Days preceding the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, determined and the Loan provisions of Section 4.6 shall bear interest at the Base Rateapply. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) 1 minus the Reserve Percentage. LIBOR Rate Loans. Loans bearing interest calculated by reference to a LIBOR Rate.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered in the London interbank market based on the basis information presented on Page 3750 of the offered rates for deposits in Dollars, for a period of time comparable to Dow Xxxxx Market Service (formerly known as the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page Telerate Service) as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on such service the Dow Xxxxx Market Service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage.

LIBOR Rate. As applicable to any LIBOR Rate Loan, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan as selected by Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan. In the event that Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for a LIBOR Rate Loan cannot be determineddetermined and §4.6 shall apply. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage. In the event the LIBOR Rate shall be less than zero, the LIBOR Rate shall be deemed zero for the purposes of this Agreement.

LIBOR Rate. As applicable to any LIBOR Rate Loan, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page Dow Xxxxx Market Services (f/k/a Telerate News Services), page 3750, titled as “British Banker Association Interest Settlement Rates,” as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundredone-thousandth hundredth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business Days preceding before the first day of the Interest Period for the LIBOR Rate Loan as selected by the Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) LIBOR Business Days preceding before the first day of the Interest Period for the LIBOR Rate Loan. In the event that the Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base RatePrime Rate as adjusted by the Applicable Margin. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of the Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) 1 minus the Reserve Percentage. LIBOR Rate Loans. Loans bearing interest calculated by reference to a LIBOR Rate.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (a) the rate determined on by the basis of the offered rates Agent at which Dollar deposits for deposits in Dollars, for a period of time comparable to the such Interest Period for such LIBOR Rate Loan which appears are offered based on the Reuters Screen LIBOR01 information presented on Telerate Page 3750 as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (b) a number equal to 1.00 minus the Interest Period for such LIBOR Rate LoanEurocurrency Reserve Rate, if applicable; provided, however, if the rate described above does not appear on such service the Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars U.S. dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business London Banking Days preceding the first day of the Interest Period for the such LIBOR Rate Loan as selected by Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its U.S. Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars U.S. dollars to leading European banks for a period of time comparable to the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) LIBOR Business London Banking Days preceding the first day of the Interest Period for the such LIBOR Rate Loan. In the event that the Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear LIBOR Rate Loans. Revolving Credit Loans bearing interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect calculated by reference to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageRate.

LIBOR Rate. As applicable to any LIBOR Rate Loan, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan as selected by Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan. In the event that Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage. LIBOR Rate Loans. Those Loans bearing interest calculated by reference to the LIBOR Rate. LIBOR Rate Spread. The per annum rate of four percent (4%). Liens. See §8.2.

LIBOR Rate. As applicable to any LIBOR Rate Loan, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan as selected by Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan. In the event that Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for a LIBOR Rate Loan cannot be determineddetermined and §4.6 shall apply. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage. LIBOR Rate Loans. Those Revolving Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. As applicable to any LIBOR Rate Loan, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan as selected by Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan. In the event that Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for a LIBOR Rate Loan cannot be determineddetermined 6231593.9\0334186 and §4.6 shall apply. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage. LIBOR Rate Loans. Those Loans bearing interest calculated by reference to the LIBOR Rate. LIBOR Rate Spread. The per annum rate of four percent (4.0%).

LIBOR Rate. As applicable to any LIBOR Rate Loan, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page Dow Xxxxx Market Services (f/k/a Telerate News Services), page 3750, titled as “British Banker Association Interest Settlement Rates,” as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundredone-thousandth hundredth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business Days preceding before the first day of the Interest Period for the LIBOR Rate Loan as selected by the Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the 10 rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) LIBOR Business Days preceding before the first day of the Interest Period for the LIBOR Rate Loan. In the event that the Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base RatePrime Rate as adjusted by the Applicable Margin. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of the Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) 1 minus the Reserve Percentage. LIBOR Rate Loans. Loans bearing interest calculated by reference to a LIBOR Rate. Loan or Loans. An individual term loan or the aggregate term loans, as the case may be, to be made by the Lenders on the Effective Date hereunder as provided in §2.2.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on the basis information presented on Page 3750 of the offered rates for deposits in Dollars, for a period of time comparable to Dow Xxxxx Market Service (formerly known as the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page Telerate Service) as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on such service the Dow Xxxxx Market Service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage.

LIBOR Rate. As applicable to any LIBOR Rate Loan, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan as selected by Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of the Interest Period for the LIBOR Rate Loan. In the event that Agent is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate for a LIBOR Rate Loan cannot be determineddetermined and §4.6 shall apply. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage. LIBOR Rate Loans. Those Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. As applicable For any Interest Period with respect to any a LIBOR Rate Loan, the rate per annum as of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on the basis information presented on Page 3750 of the offered rates for deposits in Dollars, for a period of time comparable to Dow Jxxxx Market Service (formerly known as the Interest Period for such LIBOR Rate Loan which appears on the Reuters Screen LIBOR01 Page Telerate Service) as of 11:00 a.m. London time on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Interest Period for such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on such service the Dow Jxxxx Market Service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth 1/32nd of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to the such Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. (eastern New York City time), on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of the such Interest Period for the LIBOR Rate LoanPeriod. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate for pursuant to a LIBOR Rate Loan cannot be determined. In such event, LIBOR Rate Loans. Loans bearing interest calculated by reference to the Loan shall bear interest at the Base LIBOR Rate. In Lien. Any mortgage, deed of trust, security interest, pledge, hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien (statutory, judgment or otherwise), or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any Capitalized Lease, any Synthetic Lease, statutory trust, any financing lease involving substantially the event that the Board of Governors same economic effect as any of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits foregoing and the filing of Agent, then for any period during which such Reserve Percentage shall apply, financing statement under the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve PercentageUCC or comparable law of any jurisdiction).