Common use of Interest on Overdue Amounts; Alternative Rate of Interest Clause in Contracts

Interest on Overdue Amounts; Alternative Rate of Interest. (a) If any Borrower shall default in the payment of the principal of or interest on any Loan or any Fees or other amount becoming due hereunder, whether by scheduled maturity, notice of prepayment, acceleration or otherwise, such Borrower shall on demand from time to time from the Administrative Agent pay interest from and including the date of such default, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed as provided in Section 2.09(a)) equal to (i) in the case of the principal of any Loan, the rate otherwise applicable to such Loan plus 2% per annum and (ii) in the case of any other amount, the Alternate Base Rate plus 2% per annum. (b) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a LIBOR Borrowing or NIBOR Borrowing the Administrative Agent shall have determined that deposits in the applicable currency in the requested principal amounts of the LIBOR Loans or NIBOR Loans, as applicable, are not generally available in the London interbank market or the international interbank market, as applicable, to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made, or that reasonable means do not exist for ascertaining the LIBO Rate or the NIBO Rate or that the rate at which such deposits in the applicable currency are being offered will not adequately and fairly reflect the cost to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made of making such LIBOR Loans or NIBOR Loans, as applicable, during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and any request by any Borrower for a LIBOR Borrowing in any affected currency or a NIBOR Borrowing shall, until the circumstances giving rise to such notice no longer exist, (i) if such notice relates to a Revolving Borrowing denominated in US Dollars, be deemed a request for an ABR Borrowing; provided, however, that such Borrower may withdraw any such request prior to the making of any such ABR Borrowing or (ii) otherwise, be of no force or effect (and such Borrowing, if already outstanding, shall be prepaid at the end of the Interest Period currently in effect therefor). Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Interest on Overdue Amounts; Alternative Rate of Interest. (a) If any Borrower the Borrowers shall default in the payment of the principal of or interest on any Loan or any Fees or other amount (other than principal) becoming due hereunder, whether by scheduled maturity, notice of prepayment, acceleration or otherwise, such Borrower the Borrowers shall on demand from time to time from the Administrative Agent pay interest from and including the date of such default, to the extent permitted by law, on such defaulted amount (other than principal) up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed as provided in Section 2.09(a2.10(a)) equal to the rate then applicable to ABR Loans plus (i) in the case without duplication of the principal 2.00% increment contemplated by the proviso to the definition of any Loan, the rate otherwise applicable to such Loan plus 2% per annum and (iiApplicable Margin) in the case of any other amount, the Alternate Base Rate plus 22.00% per annum. (b) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a LIBOR Borrowing or NIBOR Borrowing the Administrative Agent shall have determined that deposits in the applicable currency in the requested principal amounts of the LIBOR Loans or NIBOR Loans, as applicable, are not generally available in the London interbank market or to the international interbank market, as applicable, to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made, or that reasonable means do not exist for ascertaining the LIBO Rate or the NIBO Rate or that the rate at which such deposits in the applicable currency are being offered will not adequately and fairly reflect the cost to the Lenders representing a majority of the Commitments pursuant to which such Loans are to be made of making such LIBOR Loans or NIBOR Loans, as applicableLoan, during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and any request by any Borrower the Borrowers for a LIBOR Borrowing in any affected currency or a NIBOR Borrowing shall, until the circumstances giving rise to such notice no longer exist, (i) if such notice relates to a Revolving Borrowing denominated in US DollarsBorrowing, be deemed a request for an ABR Borrowing; provided, however, that such Borrower the Borrowers may withdraw any such request prior to the making of any such ABR Borrowing Borrowing, or (ii) otherwiseif such notice relates to the conversion of any outstanding Borrowing to, or continuation of any outstanding Borrowing as, a LIBOR Borrowing, be of no force deemed to be a request for a conversion to, or effect (and such continuation as, an ABR Borrowing, if already outstanding, shall be prepaid at the end of the Interest Period currently in effect therefor)as applicable. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Interest on Overdue Amounts; Alternative Rate of Interest. (a) If any the Borrower shall default in the payment of the principal of or interest on any Loan or any Fees or other amount becoming due hereunderhereunder or under any other Loan Document, whether by scheduled maturity, notice of prepayment, acceleration or otherwise, such the Borrower shall on demand from time to time from the Administrative Agent pay interest from and including the date of such defaultinterest, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed as provided in Section 2.09(a)) equal to ): (i) in the case of the payment of principal of any or interest on a LIBO Rate Loan, the at a rate otherwise applicable to such Loan plus 2% per annum above the rate which would otherwise be payable under Section 2.05(b) until the last date of the Interest Period then in effect with respect to such Loan and thereafter as provided in clause (ii) below; and (ii) in the case of the payment of principal of or interest on a Reference Rate Loan or any other amountamount payable hereunder (other than principal of or interest on any LIBO Rate Loan to the extent referred to in clause (i) above), the Alternate Base Rate plus at a rate 2% per annumannum above the Applicable Reference Rate. (b) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a LIBOR Borrowing or NIBOR Borrowing LIBO Rate Loan the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that (i) Dollar deposits in the applicable currency in the requested principal amounts amount of the LIBOR Loans or NIBOR Loans, as applicable, such LIBO Rate Loan are not generally available in the London interbank market or the international interbank market, as applicable, to Lenders representing a majority of (ii) the Commitments pursuant to which such Loans are to be made, or that reasonable means do not exist for ascertaining the LIBO Rate or the NIBO Rate or that the rate rates at which such Dollar deposits in the applicable currency are being offered will not adequately and fairly reflect the cost to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made any Lender of making or maintaining such LIBOR Loans or NIBOR Loans, as applicable, LIBO Rate Loan during such Interest PeriodPeriod or (iii) reasonable means do not exist for ascertaining the Applicable LIBO Rate, the Administrative Agent shall, shall as soon as practicable thereafterthereafter give written, give written telecopied or telecopy telex notice of such determination to the Borrowers Borrower and the other Lenders, and any request by any the Borrower for the making of a LIBOR Borrowing in any affected currency LIBO Rate Loan pursuant to Section 2.03 or a NIBOR Borrowing 2.10 shall, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) if such notice relates to a Revolving Borrowing denominated in US Dollars, be deemed to be a request for an ABR Borrowinga Reference Rate Loan; provided, however, that such Borrower may withdraw any such request prior to if the making of any such ABR Borrowing or Administrative Agent makes the determination specified in (ii) otherwiseabove, be at the option of no force or effect (and the Borrower such Borrowing, if already outstanding, request shall be prepaid at deemed to be a request for a Reference Rate Loan only from such Lender referred to in (ii) above; provided further, however, that such option shall not be available to the end of Borrower if the Interest Period currently Administrative Agent makes the determination specified in effect therefor)(ii) above with respect to three or more Lenders. Each determination by of the Administrative Agent hereunder shall be conclusive absent manifest error.

Interest on Overdue Amounts; Alternative Rate of Interest. (a) If any Borrower shall default in the payment of the principal of or interest on any Loan or any Fees or other amount becoming due hereunderhereunder or under any other Loan Document, whether by scheduled maturity, notice of prepayment, acceleration or otherwise, such Borrower shall on demand from time to time from the Administrative Agent pay interest from and including the date of such defaultinterest, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed as provided in Section 2.09(a)) equal to ): (i) in the case of the payment of principal of any or interest on a LIBO Rate Loan, at a rate 2% above the rate which would otherwise applicable be payable under Section 2.5(b) until the last date of the Interest Period then in effect with respect to such Loan plus 2% per annum and thereafter as provided in clause (ii) below; and (ii) in the case of the payment of principal of or interest on a Reference Rate Loan or any other amountamount payable hereunder (other than principal of or interest on any LIBO Rate Loan to the extent referred to in clause (i) above), the Alternate Base Rate plus at a rate 2% per annumabove the Applicable Reference Rate. (b) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a LIBOR Borrowing or NIBOR Borrowing LIBO Rate Loan the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers absent manifest error) that (i) Dollar deposits in the applicable currency in the requested principal amounts amount of the LIBOR Loans or NIBOR Loans, as applicable, such LIBO Rate Loan are not generally available in the London interbank market or Interbank Market, (ii) the international interbank market, as applicable, to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made, or that reasonable means do not exist for ascertaining the LIBO Rate or the NIBO Rate or that the rate rates at which such Dollar deposits in the applicable currency are being offered will not adequately and fairly reflect the cost to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made any Bank of making or maintaining such LIBOR Loans or NIBOR Loans, as applicable, LIBO Rate Loan during such Interest PeriodPeriod or (iii) reasonable means do not exist for ascertaining the Applicable LIBO Rate, the Administrative Agent shall, shall as soon as practicable thereafterthereafter give written, give written telecopied or telecopy telex notice of such determination to the Borrowers and the other Banks, and any request by any a Borrower for the making of a LIBOR Borrowing in any affected currency LIBO Rate Loan pursuant to Section 2.3 or a NIBOR Borrowing 2.10 shall, until the Administrative Agent shall have advised the Borrowers and the Banks that the circumstances giving rise to such notice no longer exist, (i) if such notice relates to a Revolving Borrowing denominated in US Dollars, be deemed to be a request for an ABR Borrowinga Reference Rate Loan; provided, however, that such Borrower may withdraw any such request prior to if the making of any such ABR Borrowing or Administrative Agent makes the determination specified in (ii) otherwiseabove, be at the option of no force or effect (and such Borrowing, if already outstanding, Borrower such request shall be prepaid at deemed to be a request for a Reference Rate Loan only from such Bank referred to in (ii) above; provided further, however, that such option shall not be available to such Borrower if the end of Administrative Agent makes the Interest Period currently determination specified in effect therefor)(ii) above with respect to three or more Banks. Each determination by of the Administrative Agent hereunder shall be conclusive absent manifest error.

Interest on Overdue Amounts; Alternative Rate of Interest. (a) If any Borrower shall default in the payment of the principal of or interest on any Loan or any Fees or other amount becoming due hereunder, whether by scheduled maturity, notice of prepayment, acceleration or otherwise, such Borrower shall on demand from time to time from the Administrative Agent pay interest from and including the date of such default, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed as provided in Section 2.09(a)) equal to (i) in the case of the principal of any Loan, the rate otherwise applicable to such Loan plus 2% per annum and (ii) in the case of any other amount, the Alternate Base Rate plus 2% per annum. (b) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a LIBOR Borrowing or NIBOR Borrowing the Administrative Servicing Agent shall have determined that deposits in the applicable currency in the requested principal amounts of the LIBOR Loans or NIBOR Loans, as applicable, are not generally available in the London interbank market or to the international interbank marketLenders (or, as applicablein the case of a LIBOR Competitive Loan, the Lender that is required to Lenders representing a majority of the Commitments pursuant to which make such Loans are to be made, Loan) or that reasonable means do not exist for ascertaining the LIBO Rate or the NIBO Rate or that the rate at which such deposits in the applicable currency are being offered will not adequately and fairly reflect the cost to the Lenders representing (or, in the case of a majority of LIBOR Competitive Loan, the Commitments pursuant Lender that is required to which make such Loans are to be made Loan) of making such LIBOR Loans or NIBOR Loans, as applicableLoan, during such Interest Period, the Administrative Servicing Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and any request by any the Borrower for a LIBOR Borrowing in any affected currency or a NIBOR Borrowing shall, until the circumstances giving rise to such notice no longer exist, (i) if such notice relates to a Revolving Borrowing denominated in US DollarsBorrowing, be deemed a request for an ABR Borrowing; provided, however, that such the Borrower may withdraw any such request prior to the making of any such ABR Borrowing or Borrowing, (ii) otherwiseif such notice relates to the conversion of any outstanding Borrowing to, or continuation of any outstanding Borrowing as, a LIBOR Borrowing, be of no force deemed ineffective, as applicable, or effect (and iii) if such notice relates to a LIBOR Competitive Borrowing, be deemed ineffective; provided that if already outstandingthe circumstances giving rise to such notice do not affect all the Revolving Lenders, shall then requests by the Borrower for LIBOR Competitive Borrowings may be prepaid at the end of the Interest Period currently in effect therefor)made to Revolving Lenders that are not affected thereby. Each determination by the Administrative Servicing Agent hereunder shall be conclusive absent manifest error.

Interest on Overdue Amounts; Alternative Rate of Interest. (a) If any the Borrower shall default in the payment of the principal of or interest on any Loan or any Fees or other amount becoming due hereunder, whether by scheduled maturity, notice of prepayment, acceleration or otherwise, such the Borrower shall on demand from time to time from the Administrative Servicing Agent pay interest from and including the date of such default, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed as provided in Section 2.09(a2.10(a)) equal to (i) in the case of the principal of any Loan, the rate otherwise applicable to such Loan plus 2% per annum and (ii) in the case of any other amount, the Alternate Base Rate plus 2% per annum. (b) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a LIBOR Borrowing or NIBOR Borrowing the Administrative Servicing Agent shall have determined that deposits in the applicable currency in the requested principal amounts of the LIBOR Loans or NIBOR Loans, as applicable, are not generally available in the London interbank market or the international New York interbank market, as applicable, to the Required Lenders representing (or, in the case of a majority of LIBOR Competitive Loan, the Commitments pursuant Lender that is required to which make such Loans are to be made, Loan) or that reasonable means do not exist for ascertaining the LIBO Rate or the NIBO Rate or that the rate at which such deposits in the applicable currency are being offered will not adequately and fairly reflect the cost to the Required Lenders representing (or, in the case of a majority of LIBOR Competitive Loan, the Commitments pursuant Lender that is required to which make such Loans are to be made Loan) of making such LIBOR Loans Loan or NIBOR LoansLoan, as applicable, during such Interest Period, the Administrative Servicing Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers Borrower and any request by any the Borrower for a LIBOR Borrowing in any affected currency or a NIBOR Borrowing shall, until the circumstances giving rise to such notice no longer exist, (i) if such notice relates to a Revolving Borrowing denominated in US DollarsBorrowing, be deemed a request for an ABR Borrowing; provided, however, that such the Borrower may withdraw any such request prior to the making of any such ABR Borrowing or Borrowing, (ii) otherwiseif such notice relates to the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a LIBOR Borrowing or a NIBOR Borrowing, be of no force deemed ineffective, as applicable, or effect (and iii) if such notice relates to a LIBOR Competitive Borrowing, be deemed ineffective; provided that (A) if already outstandingthe circumstances giving rise to such notice do not affect all the Lenders, then requests by the Borrower for LIBOR Competitive Borrowings may be made to Lenders that are not affected thereby and (B) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be prepaid at the end of the Interest Period currently in effect therefor)permitted. Each determination by the Administrative Servicing Agent hereunder shall be conclusive absent manifest error.

Interest on Overdue Amounts; Alternative Rate of Interest. (a) If any Borrower the Borrowers shall default in the payment of the principal of or interest on any Loan or any Fees or other amount (other than principal) becoming due hereunder, whether by scheduled maturity, notice of prepayment, acceleration or otherwise, such Borrower the Borrowers shall on demand from time to time from the Administrative Agent pay interest from and including the date of such default, to the extent permitted by law, on such defaulted amount (other than principal) up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed as provided in Section 2.09(a2.10(a)) equal to (i) in the case of the principal of any Loan, the rate otherwise then applicable to such Loan ABR Loans plus 2(but not in addition to the 2.00% per annum and (iiincrement contemplated by the proviso to the definition of Applicable Margin) in the case of any other amount, the Alternate Base Rate plus 22.00% per annum. (b) In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a LIBOR Borrowing or NIBOR Borrowing the Administrative Agent shall have determined that deposits in the applicable currency in the requested principal amounts of the LIBOR Loans or NIBOR Loans, as applicable, are not generally available in the London interbank market or to the international interbank market, as applicable, to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made, or that reasonable means do not exist for ascertaining the LIBO Rate or the NIBO Rate or that the rate at which such deposits in the applicable currency are being offered will not adequately and fairly reflect the cost to the Lenders representing a majority of the Commitments pursuant to which such Loans are to be made of making such LIBOR Loans or NIBOR Loans, as applicableLoan, during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and any request by any Borrower the Borrowers for a LIBOR Borrowing in any affected currency or a NIBOR Borrowing shall, until the circumstances giving rise to such notice no longer exist, (i) if such notice relates to a Revolving Borrowing denominated in US DollarsBorrowing, be deemed a request for an ABR Borrowing; provided, however, that such Borrower the Borrowers may withdraw any such request prior to the making of any such ABR Borrowing Borrowing, or (ii) otherwiseif such notice relates to the conversion of any outstanding Borrowing to, or continuation of any outstanding Borrowing as, a LIBOR Borrowing, be of no force deemed to be a request for a conversion to, or effect (and such continuation as, an ABR Borrowing, if already outstanding, shall be prepaid at the end of the Interest Period currently in effect therefor)as applicable. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Interest on Overdue Amounts; Alternative Rate of Interest. (a) If any Borrower shall default in the payment of the principal of or interest on any Loan or any Fees or other amount becoming due hereunderhereunder or under any other Loan Document, whether by scheduled maturity, notice of prepayment, acceleration or otherwise, such Borrower shall on demand from time to time from the Administrative Agent pay interest from and including the date of such defaultinterest, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed as provided in Section 2.09(a)) equal to ): (i) in the case of the payment of principal of any or interest on a LIBO Rate Loan, at a rate 2% above the rate which would otherwise applicable be payable under Section 3.5(b) until the last date of the Interest Period then in effect with respect to such Loan plus 2% per annum and thereafter as provided in clause (ii) below; and (ii) in the case of the payment of principal of or interest on a Reference Rate Loan or any other amountamount payable hereunder (other than principal of or interest on any LIBO Rate Loan to the extent referred to in clause (i) above), the Alternate Base Rate plus at a rate 2% per annumabove the Applicable Reference Rate. (b) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a LIBOR Borrowing or NIBOR Borrowing LIBO Rate Loan the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers absent manifest error) that (i) Dollar deposits in the applicable currency in the requested principal amounts amount of the LIBOR Loans or NIBOR Loans, as applicable, such LIBO Rate Loan are not generally available in the London interbank market or Interbank Market, (ii) the international interbank market, as applicable, to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made, or that reasonable means do not exist for ascertaining the LIBO Rate or the NIBO Rate or that the rate rates at which such Dollar deposits in the applicable currency are being offered will not adequately and fairly reflect the cost to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made any Bank of making or maintaining such LIBOR Loans or NIBOR Loans, as applicable, LIBO Rate Loan during such Interest PeriodPeriod or (iii) reasonable means do not exist for ascertaining the Applicable LIBO Rate, the Administrative Agent shall, shall as soon as practicable thereafterthereafter give written, give written telecopied or telecopy telex notice of such determination to the Borrowers and the other Banks, and any request by any a Borrower for the making of a LIBOR Borrowing in any affected currency LIBO Rate Loan pursuant to Section 3.3 or a NIBOR Borrowing 3.10 shall, until the Administrative Agent shall have advised the Borrowers and the Banks that the circumstances giving rise to such notice no longer exist, (i) if such notice relates to a Revolving Borrowing denominated in US Dollars, be deemed to be a request for an ABR Borrowinga Reference Rate Loan; provided, however, that such Borrower may withdraw any such request prior to if the making of any such ABR Borrowing or Administrative Agent makes the determination specified in (ii) otherwiseabove, be at the option of no force or effect (and such Borrowing, if already outstanding, Borrower such request shall be prepaid at deemed to be a request for a Reference Rate Loan only from such Bank referred to in (ii) above; provided further, however, that such option shall not be available to such Borrower if the end of Administrative Agent makes the Interest Period currently determination specified in effect therefor)(ii) above with respect to three or more Banks. Each determination by of the Administrative Agent hereunder shall be conclusive absent manifest error.

Interest on Overdue Amounts; Alternative Rate of Interest. (a) If any Borrower FI shall default in the payment of the principal of or interest on any Loan or any Fees or other amount becoming due hereunderhereunder or under any other Loan Document, whether by scheduled maturity, notice of prepayment, acceleration or otherwise, such Borrower FI shall on demand from time to time from the Administrative Agent pay interest from and including the date of such defaultinterest, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed as provided in Section 2.09(a)) equal to ): (i) in the case of the payment of principal of any or interest on a LIBO Rate Loan, at a rate 2% above the rate which would otherwise applicable be payable under Section 3.5(b) until the last date of the Interest Period then in effect with respect to such Loan plus 2% per annum and thereafter as provided in clause (ii) below; and (ii) in the case of the payment of principal of or interest on a Reference Rate Loan or any other amountamount payable hereunder (other than principal of or interest on any LIBO Rate Loan to the extent referred to in clause (i) above), the Alternate Base Rate plus at a rate 2% per annumabove the Applicable Reference Rate. (b) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a LIBOR Borrowing or NIBOR Borrowing LIBO Rate Loan the Administrative Agent shall have determined (which determination shall be conclusive and binding upon FI absent manifest error) that (i) Dollar deposits in the applicable currency in the requested principal amounts amount of the LIBOR Loans or NIBOR Loans, as applicable, such LIBO Rate Loan are not generally available in the London interbank market or Interbank Market, (ii) the international interbank market, as applicable, to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made, or that reasonable means do not exist for ascertaining the LIBO Rate or the NIBO Rate or that the rate rates at which such Dollar deposits in the applicable currency are being offered will not adequately and fairly reflect the cost to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made any Bank of making or maintaining such LIBOR Loans or NIBOR Loans, as applicable, LIBO Rate Loan during such Interest PeriodPeriod or (iii) reasonable means do not exist for ascertaining the Applicable LIBO Rate, the Administrative Agent shall, shall as soon as practicable thereafterthereafter give written, give written telecopied or telecopy telex notice of such determination to FI and the Borrowers other Banks, and any request by any Borrower FI for the making of a LIBOR Borrowing in any affected currency LIBO Rate Loan pursuant to Section 3.3 or a NIBOR Borrowing 3.10 shall, until the Administrative Agent shall have advised FI and the Banks that the circumstances giving rise to such notice no longer exist, (i) if such notice relates to a Revolving Borrowing denominated in US Dollars, be deemed to be a request for an ABR Borrowinga Reference Rate Loan; provided, however, that such Borrower may withdraw any such request prior to if the making of any such ABR Borrowing or Administrative Agent makes the determination specified in (ii) otherwiseabove, be at the option of no force or effect (and FI such Borrowing, if already outstanding, request shall be prepaid at deemed to be a request for a Reference Rate Loan only from such Bank referred to in (ii) above; provided further, however, that such option shall not be available to FI if the end of Administrative Agent makes the Interest Period currently determination specified in effect therefor)(ii) above with respect to three or more Banks. Each determination by of the Administrative Agent hereunder shall be conclusive absent manifest error.

Interest on Overdue Amounts; Alternative Rate of Interest. (a) If any Borrower the Borrowers shall default in the payment of the principal of or interest on any Loan or any Fees or other amount (other than principal) becoming due hereunder, whether by scheduled maturity, notice of prepayment, acceleration or otherwise, such Borrower the Borrowers shall on demand from time to time from the Administrative Agent pay interest from and including the date of such default, to the extent permitted by law, on such defaulted amount (other than principal) up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed as provided in Section 2.09(a2.10(a)) equal to (i) in the case of the principal of any Loan, the rate otherwise then applicable to such Loan ABR Loans plus 2(but not in addition to the 2.00% per annum and (iiincrement contemplated by the proviso to the definition of Applicable Margin) in the case of any other amount, the Alternate Base Rate plus 22.00% per annum. (b) In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of any Interest Period for a LIBOR Borrowing or NIBOR Borrowing the Administrative Agent shall have determined that deposits in the applicable currency in the requested principal amounts of the LIBOR Loans or NIBOR Loans, as applicable, are not generally available in the London interbank market or to the international interbank market, as applicable, to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made, or that reasonable means do not exist for ascertaining the LIBO Rate or the NIBO Rate or that the rate at which such deposits in the applicable currency are being offered will not adequately and fairly reflect the cost to the Lenders representing a majority of the Commitments pursuant to which such Loans are to be made of making such LIBOR Loans or NIBOR Loans, as applicableLoan, during such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers and any request by any Borrower the Borrowers for a LIBOR Borrowing in any affected currency or a NIBOR Borrowing shall, until the circumstances giving rise to such notice no longer exist, (i) Article 9 if such notice relates to a Revolving Borrowing denominated in US DollarsBorrowing, be deemed a request for an ABR Borrowing; provided, however, that such Borrower the Borrowers may withdraw any such request prior to the making of any such ABR Borrowing, or Article 10 if such notice relates to the conversion of any outstanding Borrowing to, or (ii) otherwisecontinuation of any outstanding Borrowing as, a LIBOR Borrowing, be of no force deemed to be a request for a conversion to, or effect (and such continuation as, an ABR Borrowing, if already outstanding, shall be prepaid at the end of the Interest Period currently in effect therefor)as applicable. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

Interest on Overdue Amounts; Alternative Rate of Interest. (a) If any a Borrower shall default in the payment of the principal of or interest on any Loan or any Fees or other amount becoming due hereunderhereunder or under any other Loan Document, whether by scheduled maturity, notice of prepayment, acceleration or otherwise, such Borrower shall on demand from time to time from the Administrative Agent pay interest from and including the date of such defaultinterest, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed as provided in Section 2.09(a)) equal to ): (i) in the case of the payment of principal of any or interest on a LIBO Rate Loan, the at a rate otherwise applicable to such Loan plus 2% per annum above the rate which would otherwise be payable under Section 2.05(b) until the last date of the Interest Period then in effect with respect to such Loan and thereafter as provided in clause (ii) below; and (ii) in the case of the payment of principal of or interest on a Reference Rate Loan or any other amountamount payable hereunder (other than principal of or interest on any LIBO Rate Loan to the extent referred to in clause (i) above), the Alternate Base Rate plus at a rate 2% per annumannum above the Applicable Reference Rate. (b) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a LIBOR Borrowing or NIBOR Borrowing LIBO Rate Loan the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers absent manifest error) that (i) Dollar deposits in the applicable currency in the requested principal amounts amount of the LIBOR Loans or NIBOR Loans, as applicable, such LIBO Rate Loan are not generally available in the London interbank market or the international interbank market, as applicable, to Lenders representing a majority of (ii) the Commitments pursuant to which such Loans are to be made, or that reasonable means do not exist for ascertaining the LIBO Rate or the NIBO Rate or that the rate rates at which such Dollar deposits in the applicable currency are being offered will not adequately and fairly reflect the cost to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made any Lender of making or maintaining such LIBOR Loans or NIBOR Loans, as applicable, LIBO Rate Loan during such Interest PeriodPeriod or (iii) reasonable means do not exist for ascertaining the Applicable LIBO Rate, the Administrative Agent shall, shall as soon as practicable thereafterthereafter give written, give written telecopied or telecopy telex notice of such determination to the Borrowers and the other Lenders, and any request by any a Borrower for the making of a LIBOR Borrowing in any affected currency LIBO Rate Loan pursuant to Section 2.03 or a NIBOR Borrowing 2.10 shall, until the Administrative Agent shall have advised such Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) if such notice relates to a Revolving Borrowing denominated in US Dollars, be deemed to be a request for an ABR Borrowinga Reference Rate Loan; provided, however, that such Borrower may withdraw any such request prior to if the making of any such ABR Borrowing or Administrative Agent makes the determination specified in (ii) otherwiseabove, be at the option of no force or effect (and such Borrowing, if already outstanding, Borrower such request shall be prepaid at deemed to be a request for a Reference Rate Loan only from such Lender referred to in (ii) above; provided further, however, that such option shall not be available to such Borrower if the end of Administrative Agent makes the Interest Period currently determination specified in effect therefor)(ii) above with respect to three or more Lenders. Each determination by of the Administrative Agent hereunder shall be conclusive absent manifest error.

Interest on Overdue Amounts; Alternative Rate of Interest. (a) If any Borrower shall default in the payment of the principal of or interest on any Loan or any Fees or other amount amounts becoming due hereunder, whether by scheduled maturity, notice of prepayment, acceleration or otherwise, such Borrower shall on demand from time to time from the Administrative Applicable Agent pay interest from and including the date of such default, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed as provided in Section 2.09(a2.09(d)) equal to (i) in the case of the principal of any Loan, the rate otherwise applicable to such Loan plus 2% per annum and (ii) in the case of any other amount, the Alternate Base Rate plus 2% per annum. (b) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a LIBOR Borrowing or NIBOR Xxxx Rate Borrowing the Administrative Applicable Agent shall have determined that deposits in the applicable currency in the requested principal amounts of the LIBOR Loans or NIBOR Xxxx Rate Loans, as applicable, are not generally available in the London interbank market or the international Australian interbank market, as applicable, to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made, or that reasonable means do not exist for ascertaining the LIBO Rate or the NIBO Rate Australian Bank Xxxx Rate, as applicable, or that the rate at which such deposits in the applicable currency are being offered will not adequately and fairly reflect the cost to Lenders representing a majority of the Commitments pursuant to which such Loans Borrowings are to be made of making such LIBOR Loans or NIBOR Xxxx Rate Loans, as applicable, during such Interest Period, the Administrative Applicable Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrowers applicable Borrower and any request by any such Borrower for a LIBOR Borrowing in any affected currency or a NIBOR Borrowing Xxxx Rate Borrowing, as applicable, shall, until the circumstances giving rise to such notice no longer exist, (i) if such notice relates to a US Tranche Revolving Borrowing denominated in US DollarsBorrowing, be deemed a request for an ABR Borrowing; provided, however, that such Borrower may withdraw any such request prior to the making of any such ABR Borrowing or (ii) otherwise, be deemed a request for an Australian Swingline Base Rate Borrowing; provided, however, that such Borrower may withdraw any such request prior to the making of no force or effect (and any such Australian Swingline Base Rate Borrowing, if already outstanding, shall be prepaid at the end of the Interest Period currently in effect therefor). Each determination by the Administrative Applicable Agent hereunder shall be conclusive absent manifest error.

Interest on Overdue Amounts; Alternative Rate of Interest. (a1) If any the Borrower shall default in the payment of the principal of or interest on any Loan or any Fees or other amount becoming due hereunderhereunder or under any other Loan Document, whether by scheduled maturity, notice of prepayment, acceleration or otherwise, such the Borrower shall on demand from time to time from the Administrative Agent pay interest from and including the date of such defaultinterest, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum ): (computed as provided in Section 2.09(a)) equal to (i1) in the case of the payment of principal of any or interest on a LIBO Rate Loan, at a rate 2% above the rate which would otherwise applicable be payable under Section 2.5(b) until the last date of the Interest Period then in effect with respect to such Loan plus 2% per annum and thereafter as provided in clause (ii) below; and (2) in the case of the payment of principal of or interest on a Reference Rate Loan or any other amountamount payable hereunder (other than principal of or interest on any LIBO Rate Loan to the extent referred to in clause (i) above), the Alternate Base Rate plus at a rate 2% per annumabove the Applicable Reference Rate. (b2) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a LIBOR Borrowing or NIBOR Borrowing LIBO Rate Loan the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that (i) Dollar deposits in the applicable currency in the requested principal amounts amount of the LIBOR Loans or NIBOR Loans, as applicable, such LIBO Rate Loan are not generally available in the London interbank market or Interbank Market, (ii) the international interbank market, as applicable, to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made, or that reasonable means do not exist for ascertaining the LIBO Rate or the NIBO Rate or that the rate rates at which such Dollar deposits in the applicable currency are being offered will not adequately and fairly reflect the cost to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made any Bank of making or maintaining such LIBOR Loans or NIBOR Loans, as applicable, LIBO Rate Loan during such Interest PeriodPeriod or (iii) reasonable means do not exist for ascertaining the Applicable LIBO Rate, the Administrative Agent shall, shall as soon as practicable thereafterthereafter give written, give written telecopied or telecopy telex notice of such determination to the Borrowers Borrower and the other Banks, and any request by any the Borrower for the making of a LIBOR Borrowing in any affected currency LIBO Rate Loan pursuant to Section 2.3 or a NIBOR Borrowing 2.10 shall, until the Administrative Agent shall have advised the Borrower and the Banks that the circumstances giving rise to such notice no longer exist, (i) if such notice relates to a Revolving Borrowing denominated in US Dollars, be deemed to be a request for an ABR Borrowinga Reference Rate Loan; provided, however, that such Borrower may withdraw any such request prior to if the making of any such ABR Borrowing or Administrative Agent makes the determination specified in (ii) otherwiseabove, be at the option of no force or effect (and the Borrower such Borrowing, if already outstanding, request shall be prepaid at deemed to be a request for a Reference Rate Loan only from such Bank referred to in (ii) above; provided further, however, that such option shall not be available to the end of Borrower if the Interest Period currently Administrative Agent makes the determination specified in effect therefor)(ii) above with respect to three or more Banks. Each determination by of the Administrative Agent hereunder shall be conclusive absent manifest error.

Interest on Overdue Amounts; Alternative Rate of Interest. (a) If any the Borrower shall default in the payment of the principal of or interest on any Loan or any Fees or other amount becoming due hereunderhereunder or under any other Loan Document, whether by scheduled maturity, notice of prepayment, acceleration or otherwise, such the Borrower shall on demand from time to time from the Administrative Agent pay interest from and including the date of such defaultinterest, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed as provided in Section 2.09(a)) equal to ): (i) in the case of the payment of principal of any or interest on a LIBO Rate Loan, at a rate 2% above the rate which would otherwise applicable be payable under Section 2.5(b) until the last date of the Interest Period then in effect with respect to such Loan plus 2% per annum and thereafter as provided in clause (ii) below; and (ii) in the case of the payment of principal of or interest on a Reference Rate Loan or any other amountamount payable hereunder (other than principal of or interest on any LIBO Rate Loan to the extent referred to in clause (i) above), the Alternate Base Rate plus at a rate 2% per annumabove the Applicable Reference Rate. (b) In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a LIBOR Borrowing or NIBOR Borrowing LIBO Rate Loan the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that (i) Dollar deposits in the applicable currency in the requested principal amounts amount of the LIBOR Loans or NIBOR Loans, as applicable, such LIBO Rate Loan are not generally available in the London interbank market or Interbank Market, (ii) the international interbank market, as applicable, to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made, or that reasonable means do not exist for ascertaining the LIBO Rate or the NIBO Rate or that the rate rates at which such Dollar deposits in the applicable currency are being offered will not adequately and fairly reflect the cost to Lenders representing a majority of the Commitments pursuant to which such Loans are to be made any Bank of making or maintaining such LIBOR Loans or NIBOR Loans, as applicable, LIBO Rate Loan during such Interest PeriodPeriod or (iii) reasonable means do not exist for ascertaining the Applicable LIBO Rate, the Administrative Agent shall, shall as soon as practicable thereafterthereafter give written, give written telecopied or telecopy telex notice of such determination to the Borrowers Borrower and the other Banks, and any request by any the Borrower for the making of a LIBOR Borrowing in any affected currency LIBO Rate Loan pursuant to Section 2.3 or a NIBOR Borrowing 2.10 shall, until the Administrative Agent shall have advised the Borrower and the Banks that the circumstances giving rise to such notice no longer exist, (i) if such notice relates to a Revolving Borrowing denominated in US Dollars, be deemed to be a request for an ABR Borrowinga Reference Rate Loan; provided, however, that such Borrower may withdraw any such request prior to if the making of any such ABR Borrowing or Administrative Agent makes the determination specified in (ii) otherwiseabove, be at the option of no force or effect (and the Borrower such Borrowing, if already outstanding, request shall be prepaid at deemed to be a request for a Reference Rate Loan only from such Bank referred to in (ii) above; provided further, however, that such option shall not be available to the end of Borrower if the Interest Period currently Administrative Agent makes the determination specified in effect therefor)(ii) above with respect to three or more Banks. Each determination by of the Administrative Agent hereunder shall be conclusive absent manifest error.