Common use of CERTAIN LIMITATIONS ON LIBOR RATE LOANS Clause in Contracts

CERTAIN LIMITATIONS ON LIBOR RATE LOANS. The right of the Borrowers to maintain, select, continue or convert LIBOR Rate Loans shall be limited as follows: (a) If the Agent is not offering United States Dollar deposits (in the applicable amounts) in the London interbank market, or the Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate or LIBOR Rate Loans comprising any requested Borrowing, continuation or conversion, the right of the Borrowers to select or maintain LIBOR Rate Loans for such Borrowing or any subsequent Borrowing shall be suspended until the Agent shall notify the Funds Administrator and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Loan shall be made as a Base Rate Loan. (b) If the Required Lenders shall, at least two (2) Business Days before the date of any requested Borrowing, continuation or conversion, notify the Agent that the LIBOR Rate for Revolving Loans comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Revolving Loans for such Borrowing, the right of the Borrowers to select LIBOR Rate Loans for such Borrowing shall be suspended until the Agent shall notify the Funds Administrator and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Loan comprising such Borrowing and each other Borrowing requested during such period of suspension shall be made as a Base Rate Loan. (c) If at any time any Lender determines (which determination shall, absent demonstrable error, be conclusive and binding on all parties) that the making, continuation or conversion of any Revolving Loan as a LIBOR Rate Loan by such Lender has become unlawful or impermissible by reason of compliance by that Lender with any law, governmental rule, regulation or order of any Governmental Authority (whether or not having the force of law), then, and in any such event, such Lender may give notice of that determination in writing, to the Agent and the Funds Administrator and the Agent shall promptly transmit the notice to each other Lender. Until such Lender gives notice otherwise, the right of the Borrowers to select LIBOR Rate Loans from that Lender shall be suspended and each Revolving Loan made by that Lender, notwithstanding the Type of Revolving Loan made by the other Lenders, shall be a Base Rate Loan and each LIBOR Rate Loan outstanding from that Lender shall automatically, on the last day of the existing Interest Period therefor (or earlier, if so required under such law, rule, regulation or order), convert to a Base Rate Loan. (d) No Agent Advance shall be made as a LIBOR Rate Loan. (e) No more than eight (8) Interest Periods with respect to LIBOR Rate Loans may be in effect at any time. (f) No Revolving Loans may be made, continued or converted as or to LIBOR Rate Loans at any time that a Default or Event of Default shall have occurred and be continuing.

CERTAIN LIMITATIONS ON LIBOR RATE LOANS. The right of the Borrowers Borrower to maintain, select, continue or convert LIBOR Rate Loans shall be limited as follows: (ai) If the Agent is advised by Bankers Trust Company that it is not offering United States Dollar dollar deposits (in the applicable amounts) in the London interbank market, or the Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate or LIBOR Rate Loans comprising any requested Borrowing, continuation or conversion, the right of the Borrowers Borrower to select or maintain LIBOR Rate Loans for such Borrowing or any subsequent Borrowing shall be suspended until the Agent shall notify the Funds Administrator Borrower and the Lenders that the circumstances causing such suspension no longer existexists, and each Revolving Loan shall be made as a Base Prime Rate Loan. (bii) If the Required Majority Lenders shall, at least two (2) one Business Days Day before the date of any requested Borrowing, continuation or conversion, notify the Agent that the LIBOR Rate for Revolving Loans comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Revolving Loans for such Borrowing, the right of the Borrowers Borrower to select LIBOR Rate Loans for such Borrowing shall be suspended until the Agent shall notify the Funds Administrator Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Loan comprising such Borrowing and each other Borrowing requested during such period of suspension shall be made as a Base Prime Rate Loan. (ciii) If at any time any Lender determines (which determination shall, absent demonstrable manifest error, be conclusive and binding on all parties) that the making, continuation or conversion of any Revolving Loan as a LIBOR Rate Loan by such Lender has become unlawful or impermissible by reason of compliance by that Lender with any law, governmental rule, regulation or order of any Governmental Authority (whether or not having the force of law), then, and in any such event, such Lender may give notice of that determination in writing, to the Agent and the Funds Administrator Borrower and the Agent shall promptly transmit the notice to each other Lender. Until such Lender gives notice otherwise, the right of the Borrowers Borrower to select LIBOR Rate Loans from that Lender shall be suspended and each Revolving Loan made by that Lender, notwithstanding the Type of Revolving Loan made by the other Lenders, shall be a Base Prime Rate Loan and each LIBOR Rate Loan outstanding from that Lender shall automatically, on the last day of the existing Interest Period therefor (or earlier, if so required under such law, rule, regulation or order), convert to a Base Prime Rate Loan. (div) No Agent Advance shall be made as a LIBOR Rate Loan. (e) No more than eight (8) Interest Periods with respect to LIBOR Rate Loans may be in effect at any time. (fv) No Revolving Loans may be made, continued or converted as or to LIBOR Rate Loans at any time that a Default or Event of Default shall have occurred and be continuing. (vi) The Borrower may not select a LIBOR Rate Loan prior to the date which is ninety (90) days after the Closing Date.

CERTAIN LIMITATIONS ON LIBOR RATE LOANS. The right of the Borrowers to maintain, select, continue or convert LIBOR Rate Loans shall be limited as follows: (ai) If the Agent is advised by Bankers Trust Company that it is not offering United States Dollar dollar deposits (in the applicable amounts) in the London interbank inter-bank market, or the Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate or LIBOR Rate Loans comprising any requested Borrowing, continuation or conversion, the right of the Borrowers to select or maintain LIBOR Rate Loans for such Borrowing or any subsequent Borrowing shall be suspended until the Agent shall notify the Funds Administrator and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Loan shall be made as a Base Prime Rate Loan. (bii) If the Required Majority Lenders shall, at least two (2) Business Days before the date of any requested Borrowing, continuation or conversion, notify the Agent that the LIBOR Rate for Revolving Loans comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Revolving Loans for such Borrowing, the right of the Borrowers to select LIBOR Rate Loans for such Borrowing shall be suspended until the Agent shall notify the Funds Administrator and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Loan comprising such Borrowing and each other Borrowing requested during such period of suspension shall be made as a Base Prime Rate Loan. (ciii) If at any time any Lender determines (which determination shall, absent demonstrable error, be conclusive and binding on all parties) that the making, continuation or conversion of any Revolving Loan as a LIBOR Rate Loan by such Lender has become unlawful or impermissible by reason of compliance by that Lender with any law, governmental rule, regulation or order of any Governmental Authority (whether or not having the force of law), then, and in any such event, such Lender may give notice of that determination in writing, to the Agent and the Funds Administrator and the Agent shall promptly transmit the notice to each other Lender. Until such Lender gives notice otherwise, the right of the Borrowers to select LIBOR Rate Loans from that Lender shall be suspended and each Revolving Loan made by that Lender, notwithstanding the Type of Revolving Loan made by the other Lenders, shall be a Base Prime Rate Loan and each LIBOR Rate Loan outstanding from that Lender shall automatically, on the last day of the existing Interest Period therefor (or earlier, if so required under such law, rule, regulation or order), convert to a Base Prime Rate Loan. (div) No Agent Advance shall be made as a LIBOR Rate Loan. (ev) No Subject to CLAUSE (vii) of this SECTION 4.13(c), no more than eight five (8) 5) Interest Periods with respect to LIBOR Rate Loans may be in effect at any time. (fvi) No Revolving Loans may be made, continued or converted as or to LIBOR Rate Loans at any time that a Default or Event of Default shall have occurred and be continuing. (vii) Prior to the earliest to occur of (x) the completion of the syndication by the Agent in the exercise of its sole discretion, (y) ninety (90) days after the Closing Date and (z) receipt by or for the account of MTLM of the net proceeds of issuance of the Subordinated Notes, Borrowers may only select LIBOR Loans having an Interest Period of one month and only one such Interest Period may be in effect at any time.

CERTAIN LIMITATIONS ON LIBOR RATE LOANS. The right of the Borrowers to maintain, select, continue or convert LIBOR Rate Loans shall be limited as follows: (ai) If the Agent is not offering United States Dollar dollar deposits (in the applicable amounts) in the London interbank market, or the Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate or LIBOR Rate Loans comprising any requested Borrowing, continuation or conversion, the right of the Borrowers to select or maintain LIBOR Rate Loans for such Borrowing or any subsequent Borrowing shall be suspended until the Agent shall notify the Funds Administrator and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Loan shall be made as a Base Prime Rate Loan. (bii) If the Required Majority Lenders shall, at least two (2) Business Days before the date of any requested Borrowing, continuation or conversion, notify the Agent that the LIBOR Rate for Revolving Loans comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Revolving Loans for such Borrowing, the right of the Borrowers to select LIBOR Rate Loans for such Borrowing shall be suspended until the Agent shall notify the Funds Administrator and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Loan comprising such Borrowing and each other Borrowing requested during such period of suspension shall be made as a Base Prime Rate Loan. (ciii) If at any time any Lender determines (which determination shall, absent demonstrable error, be conclusive and binding on all parties) that the making, continuation or conversion of any Revolving Loan as a LIBOR Rate Loan by such Lender has become unlawful or impermissible by reason of compliance by that Lender with any law, governmental rule, regulation or order of any Governmental Authority (whether or not having the force of law), then, and in any such event, such Lender may give notice of that determination in writing, to the Agent and the Funds Administrator and the Agent shall promptly transmit the notice to each other Lender. Until such Lender gives notice otherwise, the right of the Borrowers to select LIBOR Rate Loans from that Lender shall be suspended and each Revolving Loan made by that Lender, notwithstanding the Type of Revolving Loan made by the other Lenders, shall be a Base Prime Rate Loan and each LIBOR Rate Loan outstanding from that Lender shall automatically, on the last day of the existing Interest Period therefor (or earlier, if so required under such law, rule, regulation or order), convert to a Base Prime Rate Loan. (div) No Agent Advance shall be made as a LIBOR Rate Loan. (ev) No no more than eight five (8) 5) Interest Periods with respect to LIBOR Rate Loans may be in effect at any time. (fvi) No Revolving Loans may be made, continued or converted as or to LIBOR Rate Loans at any time that a Default or Event of Default shall have occurred and be continuing.

CERTAIN LIMITATIONS ON LIBOR RATE LOANS. The right of the Borrowers to maintain, select, continue or convert LIBOR Rate Loans shall be limited as follows: (ai) If the Agent is advised by Bankers Trust Company/Deutsche Bank that it is not offering United States Dollar dollar deposits (in the applicable amounts) in the London interbank market, or the Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate or LIBOR Rate Loans comprising any requested Borrowing, continuation or conversion, the right of the Borrowers Borrower Representative to select or maintain LIBOR Rate Loans for such Borrowing or any subsequent Borrowing shall be suspended until the Agent shall notify the Funds Administrator Borrower Representative and the Lenders that the circumstances causing such suspension no longer existexists, and each Revolving Loan shall be made as a Base Prime Rate Loan. (bii) If the Required Majority Lenders shall, at least two (2) one Business Days Day before the date of any requested Borrowing, continuation or conversion, notify the Agent that the LIBOR Rate for Revolving Loans comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Revolving Loans for such Borrowing, the right of the Borrowers Borrower Representative to select LIBOR Rate Loans for such Borrowing shall be suspended until the Agent shall notify the Funds Administrator Borrower Representative and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Loan comprising such Borrowing and each other Borrowing requested during such period of suspension shall be made as a Base Prime Rate Loan. (ciii) If at any time any Lender determines (which determination shall, absent demonstrable manifest error, be conclusive and binding on all parties) that the making, continuation or conversion of any Revolving Loan as a LIBOR Rate Loan by such Lender has become unlawful or impermissible by reason of compliance by that Lender with any law, governmental rule, regulation or order of any Governmental Authority (whether or not having the force of law), then, and in any such event, such Lender may give notice of that determination in writing, to the Agent and the Funds Administrator Borrower Representative and the Agent shall promptly transmit the notice to each other Lender. Until such Lender gives notice otherwise, the right of the Borrowers Borrower Representative to select LIBOR Rate Loans from that Lender shall be suspended and each Revolving Loan made by that Lender, notwithstanding the Type of Revolving Loan made by the other Lenders, shall be a Base Prime Rate Loan and each LIBOR Rate Loan outstanding from that Lender shall automatically, on the last day of the existing Interest Period therefor (or earlier, if so required under such law, rule, regulation or order), convert to a Base Rate Loan. (d) No Agent Advance shall be made as a LIBOR Rate Loan. (e) No more than eight (8) Interest Periods with respect to LIBOR Rate Loans may be in effect at any time. (f) No Revolving Loans may be made, continued or converted as or to LIBOR Rate Loans at any time that a Default or Event of Default shall have occurred and be continuing.each

CERTAIN LIMITATIONS ON LIBOR RATE LOANS. The right of the Borrowers to maintain, select, continue or convert LIBOR Rate Loans shall be limited as follows: (ai) If the Agent is advised by Bankers Trust Company that it is not offering United States Dollar dollar deposits (in the applicable amounts) in the London interbank inter-bank market, or the Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate or LIBOR Rate Loans comprising any requested Borrowing, continuation or conversion, the right of the Borrowers to select or maintain LIBOR Rate Loans for such Borrowing or any subsequent Borrowing shall be suspended until the Agent shall notify the LFC Funds Administrator and the Revolving Lenders that the circumstances causing such suspension no longer existexists, and each Revolving Loan shall be made as a Base Prime Rate Loan. (bii) If the Required Majority Lenders shall, at least two (2) one Business Days Day before the date of any requested Borrowing, continuation or conversion, notify the Agent that the LIBOR Rate for Revolving Loans comprising such Borrowing will not adequately reflect the cost to such Revolving Lenders of making or funding their respective Revolving Loans for such Borrowing, the right of the Borrowers to select LIBOR Rate Loans for such Borrowing shall be suspended until the Agent shall notify the LFC Funds Administrator and the Revolving Lenders that the circumstances causing such suspension no longer exist, and each Revolving Loan comprising such Borrowing and each other Borrowing requested during such period of suspension shall be made as a Base Prime Rate Loan. (ciii) If at any time any Revolving Lender determines (which determination shall, absent demonstrable manifest error, be conclusive and binding on all parties) that the making, continuation or conversion of any Revolving Loan as a LIBOR Rate Loan by such Revolving Lender has become unlawful or impermissible by reason of compliance by that Revolving Lender with any law, governmental rule, regulation or order of any Governmental Authority (regardless whether or not having the force of law), then, and in any such event, such Revolving Lender may give notice of that determination in writing, to the Agent and the LFC Funds Administrator and the Agent shall promptly transmit the notice to each other Revolving Lender. Until such Revolving Lender gives notice otherwise, the right of the Borrowers to select LIBOR Rate Loans from that Revolving Lender shall be suspended and each Revolving Loan made by that Revolving Lender, notwithstanding the Type of Revolving Loan made by the other Revolving Lenders, shall be a Base Prime Rate Loan and each LIBOR Rate Loan outstanding from that Revolving Lender shall automatically, on the last day of the existing Interest Period therefor (or earlier, if so required under such law, rule, regulation or order), convert to a Base Prime Rate Loan. (d) No Agent Advance shall be made as a LIBOR Rate Loan. (e) No more than eight (8) Interest Periods with respect to LIBOR Rate Loans may be in effect at any time. (f) No Revolving Loans may be made, continued or converted as or to LIBOR Rate Loans at any time that a Default or Event of Default shall have occurred and be continuing.

CERTAIN LIMITATIONS ON LIBOR RATE LOANS. The right of the Borrowers to maintain, select, continue or convert LIBOR Rate Loans shall be limited as follows: (ai) If the Agent is advised by Bankers Trust Company that it is not offering United States Dollar dollar deposits (in the applicable amounts) in the London interbank market, or the Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate or LIBOR Rate Loans comprising any requested Borrowing, continuation or conversion, the right of the Borrowers to select or maintain LIBOR Rate Loans for such Borrowing or any subsequent Borrowing shall be suspended until the Agent shall notify the Hawk Funds Administrator and the Lenders that the circumstances causing such suspension no longer existexists, and each Revolving Loan shall be made as a Base Prime Rate Loan. (bii) If the Required Majority Lenders shall, at least two (2) one Business Days Day before the date of any requested Borrowing, continuation or conversion, notify the Agent that the LIBOR Rate for Revolving Loans comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Revolving Loans for such Borrowing, the right of the Borrowers to select LIBOR Rate Loans for such Borrowing shall be suspended until the Agent shall notify the Hawk Funds Administrator and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Loan comprising such Borrowing and each other Borrowing requested during such period of suspension shall be made as a Base Prime Rate Loan. (ciii) If at any time any Lender determines (which determination shall, absent demonstrable manifest error, be conclusive and binding on all parties) that the making, continuation or conversion of any Revolving Loan as a LIBOR Rate Loan by such Lender has become unlawful or impermissible by reason of compliance by that Lender with any law, governmental rule, regulation or order of any Governmental Authority (whether or not having the force of law), then, and in any such event, such Lender may give notice of that determination in writing, to the Agent and the Hawk Funds Administrator and the Agent shall promptly transmit the notice to each other Lender. Until such Lender gives notice otherwise, the right of the Borrowers to select LIBOR Rate Loans from that Lender shall be suspended and each Revolving Loan made by that Lender, notwithstanding the Type of Revolving Loan made by the other Lenders, shall be a Base Prime Rate Loan and each LIBOR Rate Loan outstanding from that Lender shall automatically, on the last day of the existing Interest Period therefor (or earlier, if so required under such law, rule, regulation or order), convert to a Base Prime Rate Loan. (div) No Agent Advance shall be made as a LIBOR Rate Loan. (e) No more than eight (8) Interest Periods with respect to LIBOR Rate Loans may be in effect at any time. (fv) No Revolving Loans may be made, continued or converted as or to LIBOR Rate Loans at any time that a Default or Event of Default shall have occurred and be continuing.

CERTAIN LIMITATIONS ON LIBOR RATE LOANS. The right of the Borrowers to maintain, select, continue or convert LIBOR Rate Loans shall be limited as follows: (ai) If the Agent is not offering United States Dollar dollar deposits (in the applicable amounts) in the London interbank market, or the Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate or LIBOR Rate Loans comprising any requested Borrowing, continuation or conversion, the right of the Borrowers to select or maintain LIBOR Rate Loans for such Borrowing or any subsequent Borrowing shall be suspended until the Agent shall notify the Funds Administrator and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Loan shall be made as a Base Prime Rate Loan. (bii) If the Required Majority Lenders shall, at least two (2) Business Days before the date of any requested Borrowing, continuation or conversion, notify the Agent that the LIBOR Rate for Revolving Loans comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Revolving Loans for such Borrowing, the right of the Borrowers to select LIBOR Rate Loans for such Borrowing shall be suspended until the Agent shall notify the Funds Administrator and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Loan comprising such Borrowing and each other Borrowing requested during such period of suspension shall be made as a Base Prime Rate Loan. (ciii) If at any time any Lender determines (which determination shall, absent demonstrable error, be conclusive and binding on all parties) that the making, continuation or conversion of any Revolving Loan as a LIBOR Rate Loan by such Lender has become unlawful or impermissible by reason of compliance by that Lender with any law, governmental rule, regulation or order of 37 44 any Governmental Authority (whether or not having the force of law), then, and in any such event, such Lender may give notice of that determination in writing, to the Agent and the Funds Administrator and the Agent shall promptly transmit the notice to each other Lender. Until such Lender gives notice otherwise, the right of the Borrowers to select LIBOR Rate Loans from that Lender shall be suspended and each Revolving Loan made by that Lender, notwithstanding the Type of Revolving Loan made by the other Lenders, shall be a Base Prime Rate Loan and each LIBOR Rate Loan outstanding from that Lender shall automatically, on the last day of the existing Interest Period therefor (or earlier, if so required under such law, rule, regulation or order), convert to a Base Prime Rate Loan. (div) No Agent Advance shall be made as a LIBOR Rate Loan. (ev) No no more than eight five (8) 5) Interest Periods with respect to LIBOR Rate Loans may be in effect at any time. (fvi) No Revolving Loans may be made, continued or converted as or to LIBOR Rate Loans at any time that a Default or Event of Default shall have occurred and be continuing.

CERTAIN LIMITATIONS ON LIBOR RATE LOANS. The right of --------------------------------------- the Borrowers Borrower to maintain, select, continue or convert LIBOR Rate Loans shall be limited as follows: (ai) If the Agent is advised by Bankers Trust Company that it is not offering United States Dollar dollar deposits (in the applicable amounts) in the London interbank market, or the Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate or LIBOR Rate Loans comprising any requested Borrowing, continuation or conversion, the right of the Borrowers Borrower to select or maintain LIBOR Rate Loans for such Borrowing or any subsequent Borrowing shall be suspended until the Agent shall notify the Funds Administrator Borrower and the Lenders that the circumstances causing such suspension no longer existexists, and each Revolving Loan shall be made as a Base Prime Rate Loan. (bii) If the Required Majority Lenders shall, at least two (2) one Business Days Day before the date of any requested Borrowing, continuation or conversion, notify the Agent that the LIBOR Rate for Revolving Loans comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Revolving Loans for such Borrowing, the right of the Borrowers Borrower to select LIBOR Rate Loans for such Borrowing shall be suspended until the Agent shall notify the Funds Administrator Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Loan comprising such Borrowing and each other Borrowing requested during such period of suspension shall be made as a Base Prime Rate Loan. (ciii) If at any time any Lender determines (which determination shall, absent demonstrable manifest error, be conclusive and binding on all parties) that the making, continuation or conversion of any Revolving Loan as a LIBOR Rate Loan by such Lender has become unlawful or impermissible by reason of compliance by that Lender with any law, governmental rule, regulation or order of any Governmental Authority (whether or not having the force of law), then, and in any such event, such Lender may give notice of that determination in writing, to the Agent and the Funds Administrator Borrower and the Agent shall promptly transmit the notice to each other Lender. Until such Lender gives notice otherwise, the right of the Borrowers Borrower to select LIBOR Rate Loans from that Lender shall be suspended and each Revolving Loan made by that Lender, notwithstanding the Type of Revolving Loan made by the other Lenders, shall be a Base Prime Rate Loan and each LIBOR Rate Loan outstanding from that Lender shall automatically, on the last day of the existing Interest Period therefor (or earlier, if so required under such law, rule, regulation or order), convert to a Base Prime Rate Loan. (div) No Agent Advance shall be made as a LIBOR Rate Loan. . (e) No more than eight (8) Interest Periods with respect to LIBOR Rate Loans may be in effect at any time. (fv) No Revolving Loans may be made, continued or converted as or to LIBOR Rate Loans at any time that a Default or Event of Default shall have occurred and be continuing.

CERTAIN LIMITATIONS ON LIBOR RATE LOANS. The right of the Borrowers to maintain, select, continue or convert LIBOR Rate Loans shall be limited as follows: (ai) If the Agent is advised by Bankers Trust Company that it is not offering United States Dollar dollar deposits (in the applicable amounts) in the London interbank market, or the Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate or LIBOR Rate Loans comprising any requested Borrowing, continuation or conversion, the right of the Borrowers to select or maintain LIBOR Rate Loans for such Borrowing or any subsequent Borrowing shall be suspended until the Agent shall notify the Funds Administrator Borrower Representative and the Lenders that the circumstances causing such suspension no longer existexists, and each Revolving Loan shall be made as a Base Prime Rate Loan. (bii) If the Required Majority Lenders shall, at least two (2) one Business Days Day before the date of any requested Borrowing, continuation or conversion, notify the Agent that the LIBOR Rate for Revolving Loans comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Revolving Loans for such Borrowing, the right of the Borrowers to select LIBOR Rate Loans for such Borrowing shall be suspended until the Agent shall notify the Funds Administrator Borrower Representative and the Lenders that the circumstances causing such suspension no longer exist, and each Revolving Loan comprising such Borrowing and each other Borrowing requested during such period of suspension shall be made as a Base Prime Rate Loan. (ciii) If at any time any Lender determines (which determination shall, absent demonstrable manifest error, be conclusive and binding on all parties) that the making, continuation or conversion of any Revolving Loan as a LIBOR Rate Loan by such Lender has become unlawful or impermissible by reason of compliance by that Lender with any law, governmental rule, regulation or order of any Governmental Authority (whether or not having the force of law), then, and in any such event, such Lender may give notice of that determination in writing, to the Agent and the Funds Administrator Borrower Representative and the Agent shall promptly transmit the notice to each other Lender. Until such Lender gives notice otherwise, the right of the Borrowers to select LIBOR Rate Loans from that Lender shall be suspended and each Revolving Loan made by that Lender, notwithstanding the Type of Revolving Loan made by the other Lenders, shall be a Base Prime Rate Loan and each LIBOR Rate Loan outstanding from that Lender shall automatically, on the last day of the existing Interest Period therefor (or earlier, if so required under such law, rule, regulation or order), convert to a Base Prime Rate Loan. (div) No Agent Advance shall be made as a LIBOR Rate Loan. (e) No more than eight (8) Interest Periods with respect to LIBOR Rate Loans may be in effect at any time. (fv) No Revolving Loans may be made, continued or converted as or to LIBOR Rate Loans at any time that a Default or Event of Default shall have occurred and be continuing. (vi) The Borrowers may not (a) have more than six (6) LIBOR Rate Loans outstanding at any one time, and (b) select a LIBOR Rate Loan prior to the date which is the earlier to occur of (x) the completion of the syndication by the Agent as determined in its sole discretion and (y) ninety (90) days after the Closing Date.

CERTAIN LIMITATIONS ON LIBOR RATE LOANS. The right of the Borrowers to maintain, select, continue or convert LIBOR Rate Loans shall be limited as follows: (a) i If the Agent is advised by Bankers Trust Company that it is not offering United States Dollar dollar deposits (in the applicable amounts) in the London interbank market, or the Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate or LIBOR Rate Loans comprising any requested Borrowing, continuation or conversion, the right of the Borrowers to select or maintain LIBOR Rate Loans for such Borrowing or any subsequent Borrowing shall be suspended until the Agent shall notify the Funds Administrator Borrower Representative and the Revolving Lenders that the circumstances causing such suspension no longer exist, and each Revolving Loan shall be made as a Base Prime Rate Loan. (b) ii If the Required Majority Revolving Lenders shall, at least two (2) one Business Days Day before the date of any requested Borrowing, continuation or conversion, notify the Agent that the LIBOR Rate for Revolving Loans comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Revolving Loans for such Borrowing, the right of the Borrowers to select LIBOR Rate Loans for such Borrowing shall be suspended until the Agent shall notify the Funds Administrator Borrower Representative and the Revolving Lenders that the circumstances causing such suspension no longer exist, and each Revolving Loan comprising such Borrowing and each other Borrowing requested during such period of suspension shall be made as a Base Rate Loan. (c) If at any time any Lender determines (which determination shall, absent demonstrable error, be conclusive and binding on all parties) that the making, continuation or conversion of any Revolving Loan as a LIBOR Rate Loan by such Lender has become unlawful or impermissible by reason of compliance by that Lender with any law, governmental rule, regulation or order of any Governmental Authority (whether or not having the force of law), then, and in any such event, such Lender may give notice of that determination in writing, to the Agent and the Funds Administrator and the Agent shall promptly transmit the notice to each other Lender. Until such Lender gives notice otherwise, the right of the Borrowers to select LIBOR Rate Loans from that Lender shall be suspended and each Revolving Loan made by that Lender, notwithstanding the Type of Revolving Loan made by the other Lenders, shall be a Base Rate Loan and each LIBOR Rate Loan outstanding from that Lender shall automatically, on the last day of the existing Interest Period therefor (or earlier, if so required under such law, rule, regulation or order), convert to a Base Rate Loan. (d) No Agent Advance shall be made as a LIBOR Rate Loan. (e) No more than eight (8) Interest Periods with respect to LIBOR Rate Loans may be in effect at any time. (f) No Revolving Loans may be made, continued or converted as or to LIBOR Rate Loans at any time that a Default or Event of Default shall have occurred and be continuing.and