Common use of LIBO Rate Clause in Contracts

LIBO Rate. (a) The Borrower may from time to time notify the Agent in writing or by telephone that a particular portion of the outstanding principal balance of the Advances shall bear interest at a LIBO Rate for a particular Interest Period. The portion of the outstanding balance of the Advances to which a LIBO Rate is applied (i) must be in an amount not less than the Borrowing Minimum or a multiple thereof, and (ii) must not bear, or otherwise be scheduled to bear, interest at a LIBO Rate at any time during the applicable Interest Period. Any LIBO Rate notification shall be irrevocable, must be made pro rata with respect to the Advances of each Bank, and must be received by the Agent before 11:00 a.m. (or, in the case of an Advance denominated in a Committed Currency, before 11:00 a.m. London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period. Commencing on the first day of the applicable Interest Period and continuing through the last day thereof, the portion of the outstanding principal balance of the Advances to which the notification related shall bear interest at the applicable LIBO Rate (and the remaining part of the principal balance of the Advances, if any, shall continue to bear interest at the rate or rates previously applicable to such amounts), subject, however, to imposition of the default rate pursuant to Section 5.3. At the termination of such Interest Period, unless a new LIBO Rate notification is requested and accepted by the Borrower, the interest rate applicable to the portion of the principal balance of (1) the Advances denominated in Dollars to which the LIBO Rate was applicable shall revert to the Floating Rate and (2) the Advances denominated in any Committed Currency shall be exchanged for an Equivalent amount of Dollars determined on such date and revert to the Floating Rate. (b) Notwithstanding anything to the contrary in this Section, the Borrower’s right to have a portion of the Advances bear interest at a LIBO Rate hereunder shall be suspended (i) at any time that there is a Default or an Event of Default under this Agreement, (ii) if the Agent is advised by the Required Banks that the LIBO Base Rate for the applicable currency and such Interest Period will not adequately and fairly reflect the cost to such Banks (or Bank) of making or maintaining their Advances (or its Advance) included in such Borrowing for the applicable currency and such Interest Period, (iii) during any period in which any Bank shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any governmental authority asserts that it is unlawful, for such Bank to perform its obligations hereunder or to fund or maintain LIBO Rate Advances hereunder or (iv) if the Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for the applicable currency and such Interest Period, in which case (A) for each Advance denominated in any Committed Currency, the Borrower shall either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and such Advances shall revert to the Floating Rate and (B) the obligation of the Bank to make LIBO Rate Advances shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist. (c) Absent manifest error, the records of the Agent shall be conclusive evidence as to the amount of the Advances bearing interest at a LIBO Rate, the applicable LIBO Rate and the date on which the Interest Period applicable to such LIBO Rate expires. LIBO Rate Advances may not be outstanding as more than six separate Interest Periods. The Agent shall give prompt notice to the Borrower and the Banks of the applicable interest rate determined by the Agent as the Floating Rate and the LIBO Rate. (d) If at any time the Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b)(iv) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b)(iv) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 12.4, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five Business Days of the date a copy of such amendment is provided to the Banks, a written notice from the Required Banks stating that such Required Banks object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (d) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 5.2(d), only to the extent the LIBO Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any interest election request that requests the conversion of any Advances to, or continuation of any Advances as, a LIBO Rate Advances shall be ineffective and (y) if any notice of a Borrowing requests a LIBO Rate Advances, such Advances shall be made as Floating Rate Advances.

LIBO Rate. (a) The Borrower may from time to time notify the Agent in writing or by telephone that a particular portion of the outstanding principal balance of the Revolving Advances shall bear interest at a LIBO Rate for a particular Interest Period. The portion of the outstanding balance of the Revolving Advances to which a LIBO Rate is applied (i) must be in an amount not less than the Revolving Borrowing Minimum or a multiple thereof, and (ii) must not bear, or otherwise be scheduled to bear, interest at a LIBO Rate at any time during the applicable Interest Period. Any LIBO Rate notification shall be irrevocable, must be made pro rata with respect to the Revolving Advances of each Bank, and must be received by the Agent before 11:00 a.m. (or, in the case of an Advance denominated in a Committed Currency, before 11:00 a.m. London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period. Commencing on the first day of the applicable Interest Period and continuing through the last day thereof, the portion of the outstanding principal balance of the Revolving Advances to which the notification related shall bear interest at the applicable LIBO Rate (and the remaining part of the principal balance of the Revolving Advances, if any, shall continue to bear interest at the rate or rates previously applicable to such amounts), subject, however, to imposition of the default rate pursuant to Section 5.3. At the termination of such Interest Period, unless a new LIBO Rate notification is requested and accepted by the Borrower, the interest rate applicable to the portion of the principal balance of (1) the Revolving Advances denominated in Dollars to which the LIBO Rate was applicable shall revert to the Floating Rate and (2) the Revolving Advances denominated in any Committed Currency shall be exchanged for an Equivalent amount of Dollars determined on such date and revert to the Floating Rate. (b) . Notwithstanding anything to the contrary in this Section, the Borrower’s right to have a portion of the Revolving Advances bear interest at a LIBO Rate hereunder shall be suspended (i) at any time that there is a Default or an Event of Default under this Agreement, (ii) if during any period in which any Bank, in its sole discretion, determines that deposits in amounts equal to the Agent is advised by amount for which a LIBO Rate notification has been given and maturing at the Required Banks that end of the LIBO Base Rate for the applicable currency and such proposed Interest Period will are not adequately and fairly reflect readily available to that Bank from major banks in the cost to such Banks (London interbank market, or Bank) of making or maintaining their Advances (or its Advance) included in such Borrowing for the applicable currency and such Interest Period, (iii) during any period in which any Bank shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any governmental authority asserts that it is unlawful, for such Bank to perform its obligations hereunder or to fund or maintain LIBO Rate Advances hereunder or (iv) if the Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for the applicable currency and such Interest Periodhereunder, in which case (A) for each Revolving Advance denominated in any Committed Currency, the Borrower shall either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and such Advances shall revert to the Floating Rate and (B) the obligation of the Bank to make LIBO Rate Advances shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist. (c) . Absent manifest error, the records of the Agent shall be conclusive evidence as to the amount of the Revolving Advances bearing interest at a LIBO Rate, the applicable LIBO Rate and the date on which the Interest Period applicable to such LIBO Rate expires. LIBO Rate Advances may not be outstanding as more than six separate Interest Periods. The Agent shall give prompt notice to the Borrower and the Banks of the applicable interest rate determined by the Agent as the Floating Rate and the LIBO Rate. (d) If at any time the Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b)(iv) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b)(iv) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 12.4, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five Business Days of the date a copy of such amendment is provided to the Banks, a written notice from the Required Banks stating that such Required Banks object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (d) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 5.2(d), only to the extent the LIBO Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any interest election request that requests the conversion of any Advances to, or continuation of any Advances as, a LIBO Rate Advances shall be ineffective and (y) if any notice of a Borrowing requests a LIBO Rate Advances, such Advances shall be made as Floating Rate Advances.

LIBO Rate. (a) The Borrower may from time to time notify the Agent in writing or by telephone that a particular portion of the outstanding principal balance of the Revolving Advances shall bear interest at a LIBO Rate for a particular Interest Period. The portion of the outstanding balance of the Revolving Advances to which a LIBO Rate is applied (i) must be in an amount not less than the Revolving Borrowing Minimum or a multiple thereof, and (ii) must not bear, or otherwise be scheduled to bear, interest at a LIBO Rate at any time during the applicable Interest Period. Any LIBO Rate notification shall be irrevocable, must be made pro rata with respect to the Revolving Advances of each Bank, and must be received by the Agent before 11:00 a.m. (or, in the case of an Advance denominated in a Committed Currency, before 11:00 a.m. London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period. Commencing on the first day of the applicable Interest Period and continuing through the last day thereof, the portion of the outstanding principal balance of the Revolving Advances to which the notification related shall bear interest at the applicable LIBO Rate (and the remaining part of the principal balance of the Revolving Advances, if any, shall continue to bear interest at the rate or rates previously applicable to such amounts), subject, however, to imposition of the default rate pursuant to Section 5.3. At the termination of such Interest Period, unless a new LIBO Rate notification is requested and accepted by the Borrower, the interest rate applicable to the portion of the principal balance of (1) the Revolving Advances denominated in Dollars to which the LIBO Rate was applicable shall revert to the Floating Rate and (2) the Revolving Advances denominated in any Committed Currency shall be exchanged for an Equivalent amount of Dollars determined on such date and revert to the Floating Rate. (b) . Notwithstanding anything to the contrary in this Section, the Borrower’s right to have a portion of the Revolving Advances bear interest at a LIBO Rate hereunder shall be suspended (i) at any time that there is a Default or an Event of Default under this Agreement, (ii) if during any period in which any Bank, in its sole discretion, determines that deposits in amounts equal to the Agent is advised by amount for which a LIBO Rate notification has been given and maturing at the Required Banks that end of the LIBO Base Rate for the applicable currency and such proposed Interest Period will are not adequately and fairly reflect readily available to that Bank from major banks in the cost to such Banks (London interbank market, or Bank) of making or maintaining their Advances (or its Advance) included in such Borrowing for the applicable currency and such Interest Period, (iii) during any period in which any Bank shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any governmental authority Governmental Authority asserts that it is unlawful, for such Bank to perform its obligations hereunder or to fund or maintain LIBO Rate Advances hereunder or (iv) if the Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for the applicable currency and such Interest Periodhereunder, in which case (A) for each Revolving Advance denominated in any Committed Currency, the Borrower shall either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and such Advances shall revert to the Floating Rate and (B) the obligation of the Bank to make LIBO Rate Advances shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist. (c) . Absent manifest error, the records of the Agent shall be conclusive evidence as to the amount of the Revolving Advances bearing interest at a LIBO Rate, the applicable LIBO Rate and the date on which the Interest Period applicable to such LIBO Rate expires. LIBO Rate Advances may not be outstanding as more than six separate Interest Periods. The Agent shall give prompt notice to the Borrower and the Banks of the applicable interest rate determined by the Agent as the Floating Rate and the LIBO Rate. (d) If at any time the Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b)(iv) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b)(iv) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 12.4, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five Business Days of the date a copy of such amendment is provided to the Banks, a written notice from the Required Banks stating that such Required Banks object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (d) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 5.2(d), only to the extent the LIBO Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any interest election request that requests the conversion of any Advances to, or continuation of any Advances as, a LIBO Rate Advances shall be ineffective and (y) if any notice of a Borrowing requests a LIBO Rate Advances, such Advances shall be made as Floating Rate Advances.

LIBO Rate. (a) The Borrower may Each LIBO Rate Loan shall bear interest on the principal amount thereof from the date made until such LIBO Rate Loan is paid in full or converted, at a fixed rate per annum equal to the LIBO Rate plus the Applicable Margin determined from time to time notify time. For purposes of calculating the Agent Applicable Margin, Funded Debt to Total Capitalization shall be measured by reference to The West Company's financial statements for each quarter ending March 31, June 30, September 30 and December 31. Changes in writing or by telephone that a particular portion the Applicable Margin resulting from changes in the Funded Debt to Total Capitalization ratio shall become effective fifty (50) days after each of the outstanding principal balance fiscal quarters ending March 31, June 30 and September 30 and ninety-five (95) days after the fiscal years ending December 31. After receipt of the Advances shall bear interest at a request for a LIBO Rate for a particular Interest PeriodLoan, the Agent shall proceed to determine the LIBO Rate to be applicable thereto. The portion Agent shall give prompt notice by telephone or facsimile to The West Company on behalf of the outstanding balance Borrowers and to each Bank of the Advances to which a LIBO Rate is applied (i) must be thus determined in an amount respect of each LIBO Rate Loan or any change therein. If the Agent shall not less than the Borrowing Minimum or so notify The West Company and each Bank of a multiple thereof, and (ii) must not bearrate, or if otherwise be scheduled to bear, interest at a LIBO Rate at any time during the applicable Interest Period. Any LIBO Rate notification Agent shall be irrevocable, must determine (which determination will be made pro rata after consultation with respect to the Advances of each Bank, any Bank requesting same and must be received by the Agent before 11:00 a.m. (orshall be, in the case absence of an Advance denominated in a Committed Currency, before 11:00 a.m. London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period. Commencing on the first day of the applicable Interest Period and continuing through the last day thereof, the portion of the outstanding principal balance of the Advances to which the notification related shall bear interest at the applicable LIBO Rate (and the remaining part of the principal balance of the Advances, if any, shall continue to bear interest at the rate fraud or rates previously applicable to such amounts), subject, however, to imposition of the default rate pursuant to Section 5.3. At the termination of such Interest Period, unless a new LIBO Rate notification is requested and accepted by the Borrower, the interest rate applicable to the portion of the principal balance of (1) the Advances denominated in Dollars to which the LIBO Rate was applicable shall revert to the Floating Rate and (2) the Advances denominated in any Committed Currency shall be exchanged for an Equivalent amount of Dollars determined on such date and revert to the Floating Rate. (b) Notwithstanding anything to the contrary in this Section, the Borrower’s right to have a portion of the Advances bear interest at a LIBO Rate hereunder shall be suspended (i) at any time that there is a Default or an Event of Default under this Agreement, (ii) if the Agent is advised by the Required Banks that the LIBO Base Rate for the applicable currency and such Interest Period will not adequately and fairly reflect the cost to such Banks (or Bank) of making or maintaining their Advances (or its Advance) included in such Borrowing for the applicable currency and such Interest Period, (iii) during any period in which any Bank shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any governmental authority asserts that it is unlawful, for such Bank to perform its obligations hereunder or to fund or maintain LIBO Rate Advances hereunder or (iv) if the Agent determines (which determination shall be conclusive absent manifest error, conclusive and binding upon all parties hereto) that by reason of abnormal circumstances affecting the interbank eurodollar or applicable eurocurrency market adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for the to be applicable currency and such Interest Period, in which case (A) for each Advance denominated in any Committed Currency, the Borrower shall either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and such Advances shall revert to the Floating Rate and (B) the obligation of the Bank to make requested LIBO Rate Advances shall be suspended until Loan or that eurodollar or eurocurrency funds in amounts sufficient to fund all the LIBO Rate Loans are not obtainable on reasonable terms, the Agent shall notify give notice of such inability or determination by telephone to The West Company on behalf of the Borrower Borrowers and to each Bank at least two Banking Business Days prior to the date of the proposed LIBO Rate Loan and thereupon the obligations of the Banks that to make, convert other Revolving Credit Loans to, or renew such LIBO Rate Loan shall be excused, subject, however, to the circumstances causing such suspension no longer exist. (c) Absent manifest error, the records right of the Agent Borrowers at any time thereafter to submit another request. In the event the Borrowers fail or are not permitted to select an Interest Period for any LIBO Rate Loan within the time period and otherwise as provided herein, such Loan shall be conclusive evidence as to automatically converted into a Base Rate Loan on the amount last day of the Advances bearing interest at a LIBO Rate, the applicable LIBO Rate and the date on which the Interest Period applicable to for such LIBO Rate expires. LIBO Rate Advances may not be outstanding as more than six separate Interest Periods. The Agent shall give prompt notice to the Borrower and the Banks of the applicable interest rate determined by the Agent as the Floating Rate and the LIBO Rateloan. (d) If at any time the Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b)(iv) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b)(iv) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 12.4, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five Business Days of the date a copy of such amendment is provided to the Banks, a written notice from the Required Banks stating that such Required Banks object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (d) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 5.2(d), only to the extent the LIBO Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any interest election request that requests the conversion of any Advances to, or continuation of any Advances as, a LIBO Rate Advances shall be ineffective and (y) if any notice of a Borrowing requests a LIBO Rate Advances, such Advances shall be made as Floating Rate Advances.

LIBO Rate. (a) The Borrower may from time to time notify the Agent in writing or by telephone that a particular portion of the outstanding principal balance of the Advances shall bear interest at a LIBO Rate for a particular Interest Period. The portion of the outstanding balance of the Advances to which a LIBO Rate is applied (i) must be in an amount not less than the Borrowing Minimum or a multiple thereof, and (ii) must not bear, or otherwise be scheduled to bear, interest at a LIBO Rate at any time during the applicable Interest Period. Any LIBO Rate notification shall be irrevocable, must be made pro rata with respect to the Advances of each Bank, and must be received by the Agent before 11:00 a.m. (or, in the case of an Advance denominated in a Committed Currency, before 11:00 a.m. London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period. Commencing on the first day of the applicable Interest Period and continuing through the last day thereof, the portion of the outstanding principal balance of the Advances to which the notification related shall bear interest at the applicable LIBO Rate (and the remaining part of the principal balance of the Advances, if any, shall continue to bear interest at the rate or rates previously applicable to such amounts), subject, however, to imposition of the default rate pursuant to Section 5.3. At the termination of such Interest Period, unless a new LIBO Rate notification is requested and accepted by the Borrower, the interest rate applicable to the portion of the principal balance of (1) the Advances denominated in Dollars to which the LIBO Rate was applicable shall revert to the Floating Rate and (2) the Advances denominated in any Committed Currency shall be exchanged for an Equivalent amount of Dollars determined on such date and revert to the Floating Rate. (b) Notwithstanding anything to the contrary in this Section, the Borrower’s right to have a portion of the Advances bear interest at a LIBO Rate hereunder shall be suspended (i) at any time that there is a Default or an Event of Default under this Agreement, (ii) if the Agent is advised by the Required Banks that the LIBO Base Rate for the applicable currency and such Interest Period will not adequately and fairly reflect the cost to such Banks (or Bank) of making or maintaining their Advances (or its Advance) included in such Borrowing for the applicable currency and such Interest Period, (iii) during any period in which any Bank shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any governmental authority asserts that it is unlawful, for such Bank to perform its obligations hereunder or to fund or maintain LIBO Rate Advances hereunder or (iv) if the Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Base Rate for the applicable currency and such Interest Period, in which case (A) for each Advance denominated in any Committed Currency, the Borrower shall either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and such Advances shall revert to the Floating Rate and (B) the obligation of the Bank to make LIBO Rate Advances shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist. (c) Absent manifest error, the records of the Agent shall be conclusive evidence as to the amount of the Advances bearing interest at a LIBO Rate, the applicable LIBO Rate and the date on which the Interest Period applicable to such LIBO Rate expires. LIBO Rate Advances may not be outstanding as more than six separate Interest Periods. The Agent shall give prompt notice to the Borrower and the Banks of the applicable interest rate determined by the Agent as the Floating Rate and the LIBO Rate. (d) If at any time the Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b)(iv) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b)(iv) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 12.4, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five Business Days of the date a copy of such amendment is provided to the Banks, a written notice from the Required Banks stating that such Required Banks object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (d) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 5.2(d), only to the extent the LIBO Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any interest election request that requests the conversion of any Advances to, or continuation of any Advances as, a LIBO Rate Advances shall be ineffective and (y) if any notice of a Borrowing requests a LIBO Rate Advances, such Advances shall be made as Floating Rate Advances.

LIBO Rate. (a) The Borrower may from time to time notify the Agent in writing or by telephone that a particular portion of the outstanding principal balance of the Revolving Advances shall bear interest at a LIBO Rate for a particular Interest Period. The portion of the outstanding balance of the Revolving Advances to which a LIBO Rate is applied (i) must be in an amount not less than the Revolving Borrowing Minimum or a multiple thereof, and (ii) must not bear, or otherwise be scheduled to bear, interest at a LIBO Rate at any time during the applicable Interest Period. Any LIBO Rate notification shall be irrevocable, must be made pro rata with respect to the Revolving Advances of each Bank, and must be received by the Agent before 11:00 a.m. (or, in the case of an a Revolving Advance denominated in a Committed Currency, before 11:00 a.m. London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period. Commencing on the first day of the applicable Interest Period and continuing through the last day thereof, the portion of the outstanding principal balance of the Revolving Advances to which the notification related shall bear interest at the applicable LIBO Rate (and the remaining part of the principal balance of the Revolving Advances, if any, shall continue to bear interest at the rate or rates previously applicable to such amounts), subject, however, to imposition of the default rate pursuant to Section 5.3. At the termination of such Interest Period, unless a new LIBO Rate notification is requested and accepted by the Borrower, the interest rate applicable to the portion of the principal balance of (1) the Revolving Advances denominated in Dollars to which the LIBO Rate was applicable shall revert to the Floating Rate and (2) the Revolving Advances denominated in any Committed Currency shall be exchanged for an Equivalent amount of Dollars determined on such date and revert to the Floating Rate. (b) . Notwithstanding anything to the contrary in this Section, the Borrower’s right to have a portion of the Revolving Advances bear interest at a LIBO Rate hereunder shall be suspended (i) at any time that there is a Default or an Event of Default under this Agreement, (ii) if during any period in which any Bank, in its sole discretion, determines that deposits in amounts equal to the Agent is advised by amount for which a LIBO Rate notification has been given and maturing at the Required Banks that end of the LIBO Base Rate for the applicable currency and such proposed Interest Period will are not adequately and fairly reflect readily available to that Bank from major banks in the cost to such Banks (or Bank) of making or maintaining their Advances (or its Advance) included in such Borrowing for the applicable currency and such Interest PeriodLondon interbank market, (iii) during any period in which any Bank shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any governmental authority asserts that it is unlawful, for such Bank to perform its obligations hereunder or to fund or maintain LIBO Rate Advances hereunder or (iv) if the Reuters Screen LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining determining the applicable LIBO Base Rate for the applicable currency and such Interest PeriodRate, in which case (A) for each Revolving Advance denominated in any Committed Currency, the Borrower shall either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and such Advances shall revert to the Floating Rate and (B) the obligation of the Bank to make LIBO Rate Advances shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist. (c) . Absent manifest error, the records of the Agent shall be conclusive evidence as to the amount of the Revolving Advances bearing interest at a LIBO Rate, the applicable LIBO Rate and the date on which the Interest Period applicable to such LIBO Rate expires. LIBO Rate Advances may not be outstanding as more than six separate Interest Periods. Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each LIBO Base Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Borrower and the Banks of the applicable interest rate determined by the Agent as the Floating Rate and the LIBO Rate. Rate (d) If at any time the Agent determines (which determination shall be conclusive absent manifest error) it being understood that (i) the circumstances set forth in clause (b)(iv) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b)(iv) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 12.4, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five Business Days of the date a copy of be required to disclose to any party hereto any information regarding any Reference Bank or any rate provided by such amendment is provided to the Banks, a written notice from the Required Banks stating that such Required Banks object to such amendment. Until an alternate rate of interest shall be determined Reference Bank in accordance with this clause (d) (butthe definition of “LIBO Base Rate”, in including, without limitation, whether a Reference Bank has provided a rate or the case of the circumstances described in clause (ii)(wrate provided by any individual Reference Bank), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 5.2(d), only to the extent the LIBO Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any interest election request that requests the conversion of any Advances to, or continuation of any Advances as, a LIBO Rate Advances shall be ineffective and (y) if any notice of a Borrowing requests a LIBO Rate Advances, such Advances shall be made as Floating Rate Advances.

LIBO Rate. (a) The Borrower may from time to time notify the Agent in writing or by telephone that a particular portion of the outstanding principal balance of the Revolving Advances shall bear interest at a LIBO Rate for a particular Interest Period. The portion of the outstanding balance of the Revolving Advances to which a LIBO Rate is applied (i) must be in an amount not less than the Revolving Borrowing Minimum or a multiple thereof, and (ii) must not bear, or otherwise be scheduled to bear, interest at a LIBO Rate at any time during the applicable Interest Period. Any LIBO Rate notification shall be irrevocable, must be made pro rata with respect to the Revolving Advances of each Bank, and must be received by the Agent before 11:00 a.m. (or, in the case of an Advance denominated in a Committed Currency, before 11:00 a.m. London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period. Commencing on the first day of the applicable Interest Period and continuing through the last day thereof, the portion of the outstanding principal balance of the Revolving Advances to which the notification related shall bear interest at the applicable LIBO Rate (and the remaining part of the principal balance of the Revolving Advances, if any, shall continue to bear interest at the rate or rates previously applicable to such amounts), subject, however, to imposition of the default rate pursuant to Section 5.3. At the termination of such Interest Period, unless a new LIBO Rate notification is requested and accepted by the Borrower, the interest rate applicable to the portion of the principal balance of (1) the Revolving Advances denominated in Dollars to which the LIBO Rate was applicable shall revert to the Floating Rate and (2) the Revolving Advances denominated in any Committed Currency shall be exchanged for an Equivalent amount of Dollars determined on such date and revert to the Floating Rate. (b) . Notwithstanding anything to the contrary in this Section, the Borrower’s right to have a portion of the Revolving Advances bear interest at a LIBO Rate hereunder shall be suspended (i) at any time that there is a Default or an Event of Default under this Agreement, (ii) if during any period in which any Bank, in its sole discretion, determines that deposits in amounts equal to the Agent is advised by amount for which a LIBO Rate notification has been given and maturing at the Required Banks that end of the LIBO Base Rate for the applicable currency and such proposed Interest Period will are not adequately and fairly reflect readily available to that Bank from major banks in the cost to such Banks (or Bank) of making or maintaining their Advances (or its Advance) included in such Borrowing for the applicable currency and such Interest PeriodLondon interbank market, (iii) during any period in which any Bank shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any governmental authority asserts that it is unlawful, for such Bank to perform its obligations hereunder or to fund or maintain LIBO Rate Advances hereunder or (iv) if the Reuters Screen LIBOR01 Page is unavailable and fewer than two Reference Banks furnish timely information to the Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining determining the applicable LIBO Base Rate for the applicable currency and such Interest PeriodRate, in which case (A) for each Revolving Advance denominated in any Committed Currency, the Borrower shall either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and such Advances shall revert to the Floating Rate and (B) the obligation of the Bank to make LIBO Rate Advances shall be suspended until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist. (c) . Absent manifest error, the records of the Agent shall be conclusive evidence as to the amount of the Revolving Advances bearing interest at a LIBO Rate, the applicable LIBO Rate and the date on which the Interest Period applicable to such LIBO Rate expires. LIBO Rate Advances may not be outstanding as more than six separate Interest Periods. Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each LIBO Base Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Borrower and the Banks of the applicable interest rate determined by the Agent as the Floating Rate and the LIBO Rate. Rate (d) If at any time the Agent determines (which determination shall be conclusive absent manifest error) it being understood that (i) the circumstances set forth in clause (b)(iv) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b)(iv) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Base Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 12.4, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five Business Days of the date a copy of be required to disclose to any party hereto any information regarding any Reference Bank or any rate provided by such amendment is provided to the Banks, a written notice from the Required Banks stating that such Required Banks object to such amendment. Until an alternate rate of interest shall be determined Reference Bank in accordance with this clause (d) (butthe definition of “LIBO Base Rate”, in including, without limitation, whether a Reference Bank has provided a rate or the case of the circumstances described in clause (ii)(wrate provided by any individual Reference Bank), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 5.2(d), only to the extent the LIBO Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any interest election request that requests the conversion of any Advances to, or continuation of any Advances as, a LIBO Rate Advances shall be ineffective and (y) if any notice of a Borrowing requests a LIBO Rate Advances, such Advances shall be made as Floating Rate Advances.