Common use of Certain Provisions Regarding the LIBOR Rate Clause in Contracts

Certain Provisions Regarding the LIBOR Rate. (a) If the Agent determines (which determination shall be binding and conclusive on Borrower) in the Agent’s Discretion that, by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate, then the Agent shall promptly notify Borrower thereof and, so long as such circumstances shall continue, the Term Loan shall, unless then repaid in full, automatically bear interest at a per annum rate determined by reference to the Base Rate plus the Applicable Margin. (b) If any change in, or the adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, would make it (or in the good faith judgment of the Agent or any Lender cause a substantial question as to whether it is) unlawful for the Agent or such Lender to make, maintain or fund loans based on the LIBOR Rate, then the Agent or such Lender, as applicable, shall promptly notify Borrower and the Agent and, so long as such circumstances shall continue, the Term Loan shall automatically bear interest at a per annum rate determined by reference to the Base Rate plus the Applicable Margin. (c) Notwithstanding any provision of this Agreement to the contrary, the Agent and the Lenders shall be entitled to fund and maintain its funding of all or any part of its Pro Rata Share of the Term Loan in any manner it may determine at its sole discretion.

Certain Provisions Regarding the LIBOR Rate. (a) If the Agent determines (which determination shall be binding and conclusive on Borrower) in the Agent’s Discretion that, by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate, then the Agent shall promptly notify Borrower thereof and, so long as such circumstances shall continue, the Term Loan shall, unless then repaid in full, automatically bear interest at a per annum rate determined by reference to the Base Rate plus the Applicable Margin. (b) If any change in, or the adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, would make it (or in the good faith judgment of the Agent or any Lender cause a substantial question as to whether it is) unlawful for the Agent or such Lender to make, maintain or fund loans based on the LEGAL02/39661241v2LEGAL02/39709302v6 LIBOR Rate, then the Agent or such Lender, as applicable, shall promptly notify Borrower and the Agent and, so long as such circumstances shall continue, the Term Loan shall automatically bear interest at a per annum rate determined by reference to the Base Rate plus the Applicable Margin. (c) Notwithstanding any provision of this Agreement to the contrary, the Agent and the Lenders shall be entitled to fund and maintain its funding of all or any part of its Pro Rata Share of the Term Loan in any manner it may determine at its sole discretion.

Certain Provisions Regarding the LIBOR Rate. (a) If the Agent or any Lender in good faith determines (which determination shall be binding and conclusive on Borrowerthe Borrowers absent manifest error) in the Agent’s Discretion that, by reason of circumstances affecting the interbank eurodollar market, that adequate and reasonable means do not exist for ascertaining the LIBOR Rate, then the Agent shall promptly notify Borrower the Borrowing Agent thereof and, so long as such circumstances shall continue, the Term Loan Loans shall, unless then repaid in full, automatically bear interest at a per annum rate determined by reference to the Base Rate plus the Applicable Margin.margin with respect thereto set forth in Section 3 of Schedule A. (b) If any change in, or the adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, would make it (or in the good faith judgment of the Agent or any Lender cause a substantial question as to whether it is) unlawful for the Agent or such Lender and Lenders to make, maintain or fund loans based on the LIBOR Rate, then the Agent or such Lender, as applicable, shall promptly notify Borrower and the Agent Borrowers and, so long as such circumstances shall continue, the Term Loan Loans shall automatically bear interest at a per annum rate determined by reference to the Base Rate plus the Applicable Margin. (c) Notwithstanding any provision margin with respect thereto set forth in Section 3 of this Agreement to the contrary, the Agent and the Lenders shall be entitled to fund and maintain its funding of all or any part of its Pro Rata Share of the Term Loan in any manner it may determine at its sole discretion.Schedule A.