Common use of LIBOR Rate Clause in Contracts

LIBOR Rate. For any Interest Period with respect to 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 such LIBOR Rate Loan which is equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (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 applicable to such LIBOR Rate Loan; provided, however, if the rate described above does not appear on the Reuters 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 such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date that is two (2) LIBOR Business Days preceding the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston time, on the day that is two (2) LIBOR Business Days preceding the first day of 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 pursuant to a LIBOR Rate Loan cannot be determined. 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 any 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 1 minus the Reserve Percentage.

LIBOR Rate. For any Interest Period with respect to 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 such LIBOR Rate Loan which is interest equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated rate determined by the Administrative Agent from time to time) (collectively, at which Dollar deposits for such Interest Period are offered based on information presented on Page LIBOR01 of the “Reuters System”) 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 applicable to such LIBOR Rate Loan; provided, however, if Mandatory Reserve Rate. If the rate described above does not appear on the Reuters System Dow ▇▇▇▇▇ Market Service 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 such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date that is two second (22nd) LIBOR Business Days preceding Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston New York City time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such LIBOR Rate LoanInterest Period. 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 pursuant to a LIBOR Rate Loan cannot be determined. 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 any Lender, then for any period during which such Reserve Percentage shall apply, Loan. A Loan bearing interest calculated by reference to the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve PercentageRate.

LIBOR Rate. For any Interest Period with respect to 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 such LIBOR Rate Loan which is equal for any Interest Period, the average rate (rounded to the British Bankers Association nearest 1/100th) as shown in Reuters Screen LIBOR Rate 01 Page at which deposits in U.S. dollars are offered by first class banks in the London Interbank Market at approximately 11:00 a.m. (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to London 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 applicable prior to such LIBOR Rate Loan; provided, however, if the rate described above does not appear on the Reuters 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 such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date that is two (2) LIBOR Business Days preceding the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide with 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 maturity approximately equal to such Interest Period offered and in an amount approximately equal to the amount to which such Interest Period relates, adjusted for reserves and taxes if required by major banks future regulations. If such service no longer reports such rate or Agent determines in New York City at approximately 11:00 a.m. Boston time, on the day that is two (2) LIBOR Business Days preceding the first day of such LIBOR Rate Loan. In the event good faith that the Administrative rate so reported no longer accurately reflects the rate available to Agent is unable to obtain any such quotation as provided abovein the London Interbank Market, it will be deemed that the LIBOR Rate pursuant to Agent may select a LIBOR Rate Loan cannot be determinedreplacement index. 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 any Lender, then for For any period during which such a Reserve Percentage shall apply, the LIBOR Rate with respect to LIBOR Rate Loans shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. Notwithstanding the foregoing, the LIBOR Rate shall not be less than two percent (2%) for any Revolving Credit Loans or Term Loans (including for the purpose of calculating the Base Rate for any Revolving Credit Loans or Term Loans bearing interest by reference thereto) in excess of the notional amount hedged pursuant to the Existing Hedge Agreements, provided that (i) as the Existing Hedge Agreements expire in accordance with their current terms, the principal amount of the Revolving Credit Loans and Term Loans subject to the floor of two percent (2%) shall increase by the notional amount of the applicable Existing Hedge Agreement that has expired or terminated, and (ii) the floor of two percent (2%) shall first be applied to Revolving Credit Loans and then to Term Loans.

LIBOR Rate. For any Interest Period with respect to 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 such LIBOR Rate Loan which is interest equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated rate determined by the Administrative Agent from time at which Dollar deposits for such Interest Period are offered based on 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 time) (collectivelysuch Interest Period, the “Reuters System”) 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 applicable divided by (ii) a number equal to such LIBOR Rate Loan; provided, however, if 1.00 minus the Eurocurrency Reserve Rate. If the rate described above does not appear on the Reuters System Telerate screen 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 such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston New York City time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such LIBOR Rate LoanInterest Period. 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 pursuant to a LIBOR Rate Loan cannot be determined. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage reserve requirement with respect to LIBOR Rate deposits of any Lenderthe 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 1 one (1.00) 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. For As applicable to any Interest Period with respect to 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 is equal to appears on the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (collectively, the “Reuters System”) 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 applicable to for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on the Reuters System such service 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 date day that is two (2) LIBOR Business Days preceding the first day of such the 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 such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. Boston (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of such the Interest Period for the 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 pursuant to 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 Rate deposits of any LenderAgent, 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 1 one (1) minus the Reserve Percentage.

LIBOR Rate. For any Interest Period with respect to 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 such LIBOR Rate Loan which is interest equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated rate determined by the Administrative Agent from time to time) (collectively, the “at which Dollar deposits for such Interest Period are offered based on information presented on Reuters System”) 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 applicable to such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on the Reuters System Screen LIBOR01 page 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 such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston New York City time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such LIBOR Rate LoanInterest Period. 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 pursuant to a LIBOR Rate Loan cannot be determined. 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 any Lender, then for any period during which such Reserve Percentage shall apply, Loans. Revolving Credit Loans bearing interest calculated by reference to the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve PercentageRate.

LIBOR Rate. For As applicable to any Interest Period with respect to 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 is equal to appears on the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (collectively, the “Reuters System”) 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 applicable to for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on the Reuters System such service 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 date day that is two (2) LIBOR Business Days preceding the first day of such the 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 such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. Boston (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of such the Interest Period for the 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 pursuant to 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 Rate deposits of any LenderAgent, 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 1 one (1) minus the Reserve Percentage.

LIBOR Rate. For any Interest Period with respect to a LIBOR 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 such LIBOR Libor Rate Loan which is equal to appears on the British Bankers Association LIBOR Rate Dow J▇▇▇▇ Market Service (“BBA LIBOR”), formerly known as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to timeTelerate Service) (collectively, the “Reuters System”) 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 applicable to such LIBOR Libor Rate Loan; provided, however, if the rate described above does not appear on the Reuters System Dow J▇▇▇▇ Market Service on any applicable interest determination date, the LIBOR 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 such LIBOR Libor Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date day that is two (2) LIBOR Business Days preceding the first day of such Interest Period Libor Rate Loan, as selected by the Administrative Agent. The principal London office of each of the four 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 such Interest Period Libor Rate Loan offered by major banks in New York City at approximately 11:00 a.m. Boston New York City time, on the day that is two (2) LIBOR Business Days preceding the first day of such LIBOR 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 Libor Rate pursuant to a LIBOR Rate Loan cannot be determined. 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 any 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 1 minus the Reserve Percentage. Libor Rate Loan(s). Loans bearing interest calculated by reference to the Libor Rate.

LIBOR Rate. For any Interest Period with respect to 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 such LIBOR Rate Loan which is interest equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated rate determined by the Administrative Agent from time to time) (collectively, the “at which Dollar deposits for such Interest Period are offered based on information presented on Reuters System”) 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 applicable to such LIBOR Rate Loan; provided, however, if Period. If the rate described above does not appear on the Reuters System Screen LIBOR01 Page 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 such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston New York City time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such LIBOR Rate LoanInterest Period. 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 pursuant to a LIBOR Rate Loan cannot be determined. In As used herein, “Reuters Screen LIBOR01 Page” means the event that display page currently so designated on the Board Reuters Monitor Money Rates Service (or such other page as may replace such page on such service for the purpose of Governors of displaying the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR Rate rates at which dollar deposits of any Lenderare offered by leading banks in the London interbank deposit market), then for any period during which such Reserve Percentage shall apply, as reported by Bloomberg Financial Markets Commodities News (or by another source selected by the LIBOR Rate shall be equal Administrative Agent and notified by the Administrative Agent to the amount determined above divided by an amount equal to 1 minus the Reserve PercentageManager).

LIBOR Rate. For any Interest Period with respect to 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 such LIBOR Rate Loan which is interest equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated rate determined by the Administrative Agent from time to time) (collectively, the “Reuters System”) Bank at which Dollar deposits for such Interest Period are offered based on 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 applicable to such LIBOR Rate LoanEurocurrency Reserve Rate, if applicable; provided, however, if the rate described above does not appear on the Reuters Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward upwards 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 such LIBOR Rate Loan which are offered by up to four major banks in the London interbank market markets at approximately 11:00 a.m. London time, on the date that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period of such LIBOR Rate Loan as selected by the Administrative AgentBank. The principal London office of each of the four 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 U.S. dollars to leading European banks for a period of time comparable to such Interest Period LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. Boston New York City time, on the day that is two (2) LIBOR Business Days preceding the first day of such LIBOR Rate Loan. In the event that the Administrative Agent Bank is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. 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 any Lender, then for any period during which such Reserve Percentage shall apply, Loans. Any Revolving Credit Loans bearing interest calculated by reference to the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve PercentageRate.

LIBOR Rate. For As applicable to any Interest Period with respect to a 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 such LIBOR Rate Loan Interest Period which is equal to appears on the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (collectively, the “Reuters System”) 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 applicable to such LIBOR Rate LoanPeriod; provided, however, if the rate described above does not appear on the Reuters Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward upwards 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 ALIBO@ (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 such LIBOR Rate Loan Interest Period which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date day that is two (2) LIBOR Business Days preceding the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar U.S. 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 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston (New York City time), on the day that is two (2) LIBOR Business Days preceding the first day of such LIBOR Rate LoanInterest Period. 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 pursuant to a LIBOR Rate Loan cannot be determineddetermined and the provisions of '4.4 shall apply. 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 any LenderAgent, 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 1 minus the Reserve Percentage. LIBOR Rate Loans. Loans bearing interest calculated by reference to a LIBOR Rate.

LIBOR Rate. For As applicable to any Interest Period with respect to a 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 such LIBOR Rate Loan Interest Period which is equal to appears on the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (collectively, the “Reuters System”) 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 applicable to such LIBOR Rate LoanPeriod; provided, however, if the rate described above does not appear on the Reuters Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward upwards 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 such LIBOR Rate Loan Interest Period which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date day that is two (2) LIBOR Business Days preceding the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar U.S. 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 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston (New York City time), on the day that is two (2) LIBOR Business Days preceding the first day of such LIBOR Rate LoanInterest Period. 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 pursuant to a LIBOR Rate Loan cannot be determineddetermined and the provisions of Section 4.6 shall apply. 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 any LenderAgent, 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 1 minus the Reserve Percentage. LIBOR Rate Loans. Loans bearing interest calculated by reference to a LIBOR Rate.

LIBOR Rate. For any Interest Period with respect to 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 such LIBOR Rate Loan which is interest equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated rate determined by the Administrative Agent from time to time) (collectively, the “at which Dollar deposits for such Interest Period are offered based on information presented on Reuters System”) 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 applicable to such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on the Reuters System Screen LIBOR01 page 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 such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston New York City time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such LIBOR Rate LoanInterest Period. 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 pursuant to a LIBOR Rate Loan cannot be determined. 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 any Lender, then for any period during which such Reserve Percentage shall apply, Loans. Revolving Credit Loans bearing interest calculated by reference to the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve PercentageRate.

LIBOR Rate. For any Interest Period with respect to 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 such LIBOR Rate Loan which is interest equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated rate determined by the Administrative Agent from time to time) (collectively, the “at which Dollar deposits for such Interest Period are offered based on information presented on Reuters System”) 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 applicable to such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on the Reuters System Screen LIBOR01 Page 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 such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston New York City time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such LIBOR Rate LoanInterest Period. 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 pursuant to a LIBOR Rate Loan cannot be determined. In As used herein, “Reuters Screen LIBOR01 Page” means the event that display page currently so designated on the Board Reuters Monitor Money Rates Service (or such other page as may replace such page on such service for the purpose of Governors of displaying the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR Rate rates at which dollar deposits of any Lenderare offered by leading banks in the London interbank deposit market), then for any period during which such Reserve Percentage shall apply, as reported by Bloomberg Financial Markets Commodities News (or by another source selected by the LIBOR Rate shall be equal Agent and notified by the Agent to the amount determined above divided by an amount equal to 1 minus the Reserve PercentageManager).

LIBOR Rate. For As applicable to any Interest Period with respect to 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 is equal to appears on the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (collectively, the “Reuters System”) 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 applicable to for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on the Reuters System such service 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 date day that is two (2) LIBOR Business Days preceding the first day of such the 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 such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. Boston (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of such the Interest Period for the 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 pursuant to 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 Rate deposits of any LenderAgent, 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 1 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. For any Libor Rate Loan for any Interest Period with respect to a LIBOR Rate LoanPeriod, the rate per annum average rates as shown in Reuters Screen LIBOR01 Page (or any successor service, or, if such Person no longer reports such rate, as determined on the basis of the offered rates for deposits in Dollarsby Agent, for a period of time comparable to such LIBOR Rate Loan which is equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other another commercially available source providing such quotations of BBA LIBOR as designated approved by Agent) at which deposits in U.S. dollars are offered by first class banks in the Administrative Agent from time to London Interbank Market at approximately 11:00 a.m. (London time) (collectively, the “Reuters System”) as of 11:00 a.m. London time on the day that is two (2) LIBOR Libor Business Days preceding the first day of the Interest Period applicable prior to such LIBOR Rate Loan; provided, however, if the rate described above does not appear on the Reuters 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 such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date that is two (2) LIBOR Business Days preceding the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide with 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 maturity approximately equal to such Interest Period offered and in an amount approximately equal to the amount to which such Interest Period relates, adjusted for reserves and taxes if required by major banks future regulations. If Reuters . If such service or such other Person approved by Agent described above no longer reports such rate or Agent determines in New York City at approximately 11:00 a.m. Boston time, on the day that is two (2) LIBOR Business Days preceding the first day of such LIBOR Rate Loan. In the event good faith that the Administrative rate so reported no longer accurately reflects the rate available to Agent is unable to obtain any such quotation as provided above, it will be deemed that in the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. 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 any LenderLondon Interbank Market, then for any and all outstanding Loans shall be Base Rate Loans and bear interest at the Base Rate plus the Applicable Base Rate Margin. For any period during which such a Reserve Percentage shall apply, the LIBOR Libor Rate with respect to Libor Rate Loans shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. Libor Rate Loan(s). The portion(s) of the Term Loan bearing interest calculated by reference to the Libor Rate. Lien. See §9.2. Loan Documents. Collectively, this Agreement, the Splitter Agreement, the Trust Guaranty, theeach Subsidiary GuarantiesGuaranty, the Notes, the Security Documents, the Joinder Documents and any and all other agreements, instruments, documents or certificates now or hereafter evidencing or otherwise relating to the Term Loan and executed and delivered by or on behalf of the Borrower or its Subsidiaries or the Trust or its Subsidiaries in connection with or in any way relating to the Term Loan or the transactions contemplated by this Agreement (other than any Protected Interest Rate Agreement), and all schedules, exhibits and annexes hereto or thereto, as any of the same may from time to time be amended and in effect. Loan. Any of Term Loan A, Term Loan B, Term Loan C or Term Loan D, as applicable, and/or all of such Term Loan A, Term Loan B, Term Loan C and Term Loan D together, as the context may require.

LIBOR Rate. For As applicable to any Interest Period with respect to 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 is equal to appears on the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (collectively, the “Reuters System”) 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 applicable to for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on the Reuters System such service 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 date day that is two (2) LIBOR Business Days preceding the first day of such the 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 such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. Boston (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of such the Interest Period for the 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 pursuant to 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 Rate deposits of any LenderAgent, 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 1 one (1) minus the Reserve Percentage. LIBOR Rate Loans. Those Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. For any Interest Period with respect to 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 such LIBOR Rate Loan which is interest equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated rate determined by the Administrative Agent from time to time) at which Dollar deposits for such Interest Period are offered based on information presented on Page 3750 of the Dow J▇▇▇▇ Market Service (collectively, formerly known as the “Reuters System”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 applicable to such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on the Reuters System Dow J▇▇▇▇ Market Service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward 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 such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston New York City time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such LIBOR Rate LoanInterest Period. 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 pursuant to a LIBOR Rate Loan cannot be determined. In LIBOR Rate Loans. Loans bearing interest calculated by reference to the event that LIBOR Rate. 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 Board of Governors same economic effect as any of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR Rate deposits foregoing and the filing of any Lender, then for financing statement under the UCC or comparable law of 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 1 minus the Reserve Percentagejurisdiction).

LIBOR Rate. For any Interest Period with respect to 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 such LIBOR Rate Loan which is interest equal to (a) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated rate determined by the Administrative Agent from time to time) (collectively, the “Reuters System”) Bank at which Dollar deposits for such Interest Period are offered based on 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 applicable to such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on the Reuters Telerate 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 such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period as selected by the Administrative AgentBank. The principal London office of each of the four 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston New York City time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such LIBOR Rate LoanInterest Period. In the event that the Administrative Agent Bank is unable to obtain any such quotation as provided above, it will be deemed considered that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. In the event that the Board of Governors LIBOR Rate Loans. All or any portion of the Federal Reserve System shall impose a Reserve Percentage with respect Loans bearing interest calculated by reference to LIBOR Rate deposits of any 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 1 minus the Reserve PercentageRate.

LIBOR Rate. For Each LIBOR Rate Loan shall bear interest at the LIBOR Rate. The "LIBOR Rate" applicable to any LIBOR Rate Loan for any day during any Interest Period applicable thereto means a rate per annum equal to the sum of the Applicable Margin for such day plus the applicable Adjusted LIBOR Rate. The "Adjusted LIBOR Rate" applicable to any Interest Period means a rate per annum equal to the quotient obtained (rounded upwards, if necessary, to the next higher 1/100 of 1%) by dividing (i) the applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar Reserve Percentage. The "London Interbank Offered Rate" applicable to any Interest Period with respect to a LIBOR Rate Loan or a Money Market LIBOR Loan, as the case may be, means the rate per annum as determined on the basis of the offered rates for deposits in Dollarsannum, for a period of time comparable to such LIBOR Rate Loan which is equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (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 applicable to such LIBOR Rate Loan; provided, however, if the rate described above does not appear on the Reuters System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward upwards, if necessary, to the nearest one hundred-thousandth 1/100 of a percentage point), determined 1%) appearing on Telerate Page 3750 (or any successor page) as the basis of the London interbank offered rates rate for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. (London time, on the date that is ) two (2) LIBOR Business Days preceding prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested for a term comparable to provide a quotation of its Dollar deposit offered ratesuch Interest Period. If at least two (2) for any reason such quotations are providedrate is not available, the term "London Interbank Offered Rate" shall mean, for any LIBOR Rate Loan or an Money Market LIBOR Rate Loan, as the case may be, the rate per annum, (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for that date will deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of the quotations. If fewer than two all such rates (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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston (London time, on the day that is ) two (2) LIBOR Business Days preceding prior to the first day of such LIBOR Rate LoanInterest Period for a term comparable to such Interest Period). In 1. "Euro-Dollar Reserve Percentage" means for any day the event that the Administrative Agent is unable maximum rate (expressed as a decimal) at which reserves (including, without limitation, any marginal, special, supplemental, or emergency reserves) are required to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate pursuant maintained under regulations issued from time to a LIBOR Rate Loan cannot be determined. In the event that time by the Board of Governors of the Federal Reserve System shall impose a (or any successor) by member banks of the Federal Reserve System against in the case of LIBOR Loans, "Eurocurrency liabilities" (as such term is used in Regulation D promulgated by the Board of Governors from time to time). Without limiting the effect of the foregoing, the Euro- Dollar Reserve Percentage shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the Adjusted LIBOR Rate deposits is to be determined or (ii) any category or extensions of any Lender, then for any period during credit or other assets which such Reserve Percentage shall apply, the include LIBOR Loans. The Adjusted LIBOR Rate shall be adjusted automatically on and as of the effective date of any change in the Euro-Dollar Reserve Percentage. As of the date hereof, the Euro-Dollar Reserve Percentage is equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentagezero.

LIBOR Rate. For any Interest Period The term "LIBOR Rate" means, with respect to a any LIBOR ---------- Rate LoanAdvance, the interest rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to such LIBOR Rate Loan which is equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (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 applicable to such LIBOR Rate Loan; provided, however, if the rate described above does not appear on the Reuters System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward upward, if necessary, to the nearest 1/32 of one hundred-thousandth of a percentage pointpercent), as determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period selected or deemed selected by Borrower for such LIBOR Rate Loan Advance which appear on the Telerate page 3750 as of 11:00 a.m. London time on the day that is two (2) London Banking Days preceding the first day of such LIBOR Rate Advance. If such rate does not appear on the Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward as described above, if necessary) for deposits in Dollars for a period substantially equal to the Interest Period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of displaying 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 Advance which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date day that is two (2) LIBOR Business London Banking Days preceding the first day of such Interest Period as selected by the Administrative AgentLIBOR Rate Advance. The principal London office of each of the four 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 such the Interest Period for such LIBOR Rate Advance offered by major banks in New York City at approximately 11:00 a.m. Boston New York City time, on the day that is two (2) LIBOR Business London Banking Days preceding the first day of such LIBOR Rate LoanAdvance. In the event that the Administrative Agent Bank is unable to obtain any such quotation as provided above, it will be deemed that the LIBOR Rate pursuant to a for such LIBOR Rate Loan Advance cannot be determined. 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 any the 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 1 minus the Reserve Percentage.

LIBOR Rate. For As applicable to any Interest Period with respect to 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 is equal to appears on the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (collectively, the “Reuters System”) 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 applicable to for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on the Reuters System such service 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 date day that is two (2) LIBOR Business Days preceding the first day of such the 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 such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. Boston (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of such the Interest Period for the 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 pursuant to 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 Rate deposits of any LenderAgent, 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 1 one (1) minus the Reserve Percentage. LIBOR Rate Loans. Those Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. For any Libor Rate Loan for any Interest Period with respect to a LIBOR Rate LoanPeriod, the rate per annum average rates as shown in Reuters Screen LIBOR01 Page (or any successor service, or, if such Person no longer reports such rate, as determined on the basis of the offered rates for deposits in Dollarsby Agent, for a period of time comparable to such LIBOR Rate Loan which is equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other another commercially available source providing such quotations of BBA LIBOR as designated approved by Agent) at which deposits in U.S. dollars are offered by first class banks in the Administrative Agent from time to London Interbank Market at approximately 11:00 a.m. (London time) (collectively, the “Reuters System”) as of 11:00 a.m. London time on the day that is two (2) LIBOR Libor Business Days preceding the first day of the Interest Period applicable prior to such LIBOR Rate Loan; provided, however, if the rate described above does not appear on the Reuters 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 such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date that is two (2) LIBOR Business Days preceding the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide with 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 maturity approximately equal to such Interest Period offered and in an amount approximately equal to the amount to which such Interest Period relates. If such service or such other Person approved by major banks Agent described above no longer reports such rate or Agent determines in New York City at approximately 11:00 a.m. Boston time, on the day that is two (2) LIBOR Business Days preceding the first day of such LIBOR Rate Loan. In the event good faith that the Administrative rate so reported no longer accurately reflects the rate available to Agent is unable to obtain any such quotation as provided above, it will be deemed that in the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. 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 any LenderLondon Interbank Market, then for any and all outstanding Loans shall be Base Rate Loans and bear interest at the Base Rate plus the Applicable Base Rate Margin. For any period during which such a Reserve Percentage shall apply, the LIBOR Libor Rate with respect to Libor Rate Loans shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. Libor Rate Loan(s). The portion(s) of the Term Loan bearing interest calculated by reference to the Libor Rate. Lien. See §9.2. Loan Modification Agreement. See §2.11(b). Loan Modification Offer. See §2.11(a). Loan. Any of Term Loan A, Term Loan B, Term Loan C or Term Loan D, or any portion thereof, as the context may require, and/or all of such Term Loan A, Term Loan B, Term Loan C and Term Loan D together, as the context may require. Loan Documents. Collectively, this Agreement, the Splitter Agreement, the Trust Guaranty, each Subsidiary Guaranty, the Notes, the Security Documents, the Joinder Documents and any and all other agreements, instruments, documents or certificates now or hereafter evidencing or otherwise relating to the Term Loan and executed and delivered by or on behalf of the Borrower or its Subsidiaries or the Trust or its Subsidiaries in connection with or in any way relating to the Term Loan or the transactions contemplated by this Agreement (other than any Protected Interest Rate Agreement), and all schedules, exhibits and annexes hereto or thereto, as any of the same may from time to time be amended and in effect.

LIBOR Rate. For any Interest Period with respect to 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 such LIBOR Rate Loan which is interest equal to (a) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated rate determined by the Administrative Agent from time to time) (collectively, the “Reuters System”) at which Dollar deposits for such Interest Period are offered based on 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 applicable to such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on the Reuters Telerate 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 such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston New York City time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such LIBOR Rate LoanInterest Period. 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 pursuant to a LIBOR Rate Loan cannot be determined. 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 any Lender, then for any period during which such Reserve Percentage shall apply, Loans. Revolving Credit Loans bearing interest calculated by reference to the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve PercentageRate.

LIBOR Rate. For any Interest Period with respect to 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 such LIBOR Rate Loan which is equal to Dow ▇▇▇▇▇ Market Service (formerly known as the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (collectively, the “Reuters System”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 applicable to such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on the Reuters System Dow ▇▇▇▇▇ Market Service 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 such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston New York City time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such LIBOR Rate LoanInterest Period. 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 pursuant to a LIBOR Rate Loan cannot be determined. 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 any Lender, then for any period during which such Reserve Percentage shall apply, Loans. Revolving Credit Loans bearing interest calculated by reference to the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve PercentageRate.

LIBOR Rate. For As applicable to any Interest Period with respect to 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 is equal to appears on the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (collectively, the “Reuters System”) 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 applicable to for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on the Reuters System such service 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 date day that is two (2) LIBOR Business Days preceding the first day of such the 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 such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. Boston (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of such the Interest Period for the 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 pursuant to 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 Rate deposits of any LenderAgent, 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 1 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. For any Interest Period with respect to 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 such LIBOR Rate Loan which is equal to the British Bankers Association LIBOR Rate (“"BBA LIBOR”"), as published by Reuters (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 applicable to such LIBOR Rate Loan; provided, however, if the rate described above does not appear on the Reuters 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 such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date that is two (2) LIBOR Business Days preceding the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston New York City time, on the day that is two (2) LIBOR Business Days preceding the first day of 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 pursuant to a LIBOR Rate Loan cannot be determined. 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 any 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 1 minus the Reserve Percentage.

LIBOR Rate. For any Interest Period with respect to 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 such LIBOR Rate Loan which is interest equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated rate determined by the Administrative Agent from time to time) at which Dollar deposits for such Interest Period are offered based on information presented on Page 3750 of the Dow ▇▇▇▇▇ Market Service (collectively, formerly known as the “Reuters System”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 applicable to such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on the Reuters System Dow ▇▇▇▇▇ Market Service (formerly known as the Telerate Service) 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 such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date that is two (2) second LIBOR Business Days preceding Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston New York City time, on the day that is two (2) second LIBOR Business Days preceding Day prior to the first day of such LIBOR Rate LoanInterest Period. 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 pursuant to a LIBOR Rate Loan cannot be determined. In LIBOR Rate Loans. Loans bearing interest calculated by reference to the event that LIBOR Rate. 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 Board of Governors same economic effect as any of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR Rate deposits foregoing and the filing of any Lender, then for financing statement under the UCC or comparable law of 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 1 minus the Reserve Percentagejurisdiction).

LIBOR Rate. For As applicable to any Interest Period with respect to 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 is equal to appears on the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (collectively, the “Reuters System”) 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 applicable to for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on the Reuters System such service 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 date day that is two (2) LIBOR Business Days preceding the first day of such the 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 such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. Boston (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of such the Interest Period for the 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 pursuant to 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 Rate deposits of any LenderAgent, 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 1 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. For As applicable to any Interest Period with respect to a 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 such LIBOR Rate Loan Interest Period which is equal to appears on the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (collectively, the “Reuters System”) 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 applicable to such LIBOR Rate LoanPeriod; provided, however, if the rate described above does not appear on the Reuters Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward upwards 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 such LIBOR Rate Loan Interest Period which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date day that is two (2) LIBOR Business Days preceding the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar U.S. 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 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston (New York City time), on the day that is two (2) LIBOR Business Days preceding the first day of such LIBOR Rate LoanInterest Period. 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 pursuant to a LIBOR Rate Loan cannot be determineddetermined and the provisions of Section 4.6 shall apply. 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 any LenderAgent, 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 1 minus the Reserve Percentage.

LIBOR Rate. For any Interest Period with respect to 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 such LIBOR Rate Loan which is interest equal to (a) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated rate determined by the Administrative Agent from time to time) (collectively, the “Reuters System”) at which Dollar deposits for such Interest Period are offered based on 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 applicable to such LIBOR Rate LoanEurocurrency Reserve Rate, if applicable; provided, however, if the rate described above does not appear on the Reuters Telerate 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 U.S. dollars for a period of time comparable to such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the date day that is two (2) LIBOR Business London Banking Days preceding the first day of such Interest Period LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its U.S. 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 U.S. dollars to leading European banks for a period of time comparable to such Interest Period LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. Boston New York City time, on the day that is two (2) LIBOR Business London Banking Days preceding the first day of 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 pursuant to a LIBOR Rate Loan cannot be determined. 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 any Lender, then for any period during which such Reserve Percentage shall apply, Loans. Revolving Credit Loans bearing interest calculated by reference to the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve PercentageRate.

LIBOR Rate. For As applicable to any Interest Period with respect to 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 is equal to appears on the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (collectively, the “Reuters System”) 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 applicable to for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on the Reuters System such service 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 date day that is two (2) LIBOR Business Days preceding the first day of such the 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 such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. Boston (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of such the Interest Period for the 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 pursuant to 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 Rate deposits of any LenderAgent, 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 1 one (1) minus the Reserve Percentage. LIBOR Rate Loans. Those Revolving Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. For any Interest Period with respect to a LIBOR Eurocurrency Rate LoanLoan denominated in Dollars, the rate per annum as determined on the basis of the offered rates for deposits in Dollars, for a period of time comparable to such LIBOR Rate Loan which is interest equal to (a) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated rate determined by the Administrative Agent from time to time) (collectively, the “Reuters System”) at which Dollar deposits for such Interest Period are offered based on 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 applicable to such LIBOR Rate Loan; provided, however, if Eurocurrency Reserve Rate. If the rate described above does not appear on the Reuters Telerate 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 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 date that is two (2) LIBOR second Business Days preceding Day prior to the first day of such Interest Period 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 such Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston (New York City time, ) on the day that is two (2) LIBOR second Business Days preceding Day prior to the first day of such LIBOR Rate LoanInterest Period. 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 pursuant to a LIBOR Eurocurrency Rate Loan denominated in Dollars cannot be determined. 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 any 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 1 minus the Reserve Percentage.

LIBOR Rate. For As applicable to any Interest Period with respect to 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 is equal to appears on the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (collectively, the “Reuters System”) 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 applicable to for such LIBOR Rate Loan; provided, however, if the rate described above does not appear on the Reuters System such service 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 date day that is two (2) LIBOR Business Days preceding the first day of such the 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 such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. Boston (eastern time), on the day that is two (2) LIBOR Business Days preceding the first day of such the Interest Period for the 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 pursuant to 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 Rate deposits of any LenderAgent, 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 1 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.