Common use of LIBOR Loans Clause in Contracts

LIBOR Loans. If at any time prior to the commencement of a proposed Interest Period any Relevant Lender determines, acting reasonably and in good faith, (which determination shall, absent manifest error, be conclusive) that: (a) by reason of circumstances affecting the London interbank market, or any bank participants therein, adequate and fair means do not exist for ascertaining the rate of interest with respect to a Libor Loan during the proposed Interest Period; (b) deposits in US Dollars are not being offered to that Relevant Lender in the London interbank market in the ordinary course of business; (c) the making or continuing of the Rateable Share of that Relevant Lender in any Libor Loan during the proposed Interest Period has been made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market; (d) the Fixed Rate for the proposed Interest Period does not accurately reflect the effective cost to that Relevant Lender of funding its Rateable Share in any Libor Loan for the proposed Interest Period; or (e) the Relevant Agent is unable to determine the Fixed Rate for the proposed Interest Period of the Libor Loan, (a “ Libor Disruption Event”), then that Relevant Lender (for the purposes of this Subsection 9.5.1, the “Affected Lender”) may give notice of such determination to the Relevant Agent who will promptly notify the Relevant Borrower. Thereafter, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer applies, the Relevant Borrower’s right to require such Affected Lender to make its Rateable Share of any such Libor Loan available in the manner requested shall be suspended and the Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which shall bear interest payable in the same manner as any US Base Rate Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (in the case of any applicable US Facility).

LIBOR Loans. If at Any Revolving Loan made under this Article II will, except as provided in this Section 2.05, be a Floating Rate Revolving Loan. Subject to the conditions set forth in this Agreement, the Borrowers may elect that the Revolving Loans to be made on any time date under Section 2.01 will be made as LIBOR Loans. Such election shall be made by the Borrowers giving to the Agent a written or facsimile notice (a "Fixed Rate Borrowing Notice") containing the information described below, which Fixed Rate Borrowing Notice must be received by the Agent not later than 12:00 noon (Boston time) three Business Days prior to the commencement date of the proposed borrowing. Each Fixed Rate Borrowing Notice must state that LIBOR Loans are being requested, specify the aggregate principal amount of the proposed LIBOR Loans requested and specify the date on which such LIBOR Loans are to be made and the duration (one month, two months or three months) of the Interest Period selected for such LIBOR Loans. Any Fixed Rate Borrowing Notice shall, upon receipt by the Agent, become irrevocable and binding on the Borrowers. The Agent shall promptly transmit to each Bank a copy of each Fixed Rate Borrowing Notice which it receives. If the Borrowers submit a Fixed Rate Borrowing Notice and then fail for any reason to borrow the LIBOR Loans described therein, the Borrowers shall, upon submission by any Bank of a proposed Interest Period Bank Certificate with respect thereto, forthwith indemnify such Bank (with payment to be made to the Agent for the account of such Bank) against any Relevant Lender determinesloss or expense incurred by such Bank as a result of any such failure by the Borrowers, acting reasonably and in good faithincluding, (which determination shallwithout limitation, absent manifest error, be conclusive) that: (a) any loss or expense incurred by reason of circumstances affecting the London interbank market, liquidation or any bank participants therein, adequate and fair means do not exist for ascertaining redeployment of deposits or other funds acquired by such Bank to fund or maintain the rate of interest with respect to a Libor Loan during the proposed Interest Period; (b) deposits in US Dollars are not being offered to that Relevant Lender in the London interbank market in the ordinary course of business; (c) the making or continuing of the Rateable Share of that Relevant Lender in any Libor Loan during the proposed Interest Period has been made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market; (d) the Fixed Rate for the proposed Interest Period does not accurately reflect the effective cost to that Relevant Lender of funding its Rateable Share in any Libor Loan for the proposed Interest Period; or (e) the Relevant Agent is unable to determine the Fixed Rate for the proposed Interest Period of the Libor Loan, (a “ Libor Disruption Event”), then that Relevant Lender (for the purposes of this Subsection 9.5.1, the “Affected Lender”) may give notice of such determination to the Relevant Agent who will promptly notify the Relevant Borrower. Thereafter, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer applies, the Relevant Borrower’s right to require such Affected Lender to make its Rateable Share of any such Libor Loan available in the manner requested shall be suspended and the Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which shall bear interest payable in the same manner as any US Base Rate Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (in the case of any applicable US Facility).LIBOR

LIBOR Loans. If (a) Subject to the provisions of Section 2.7(b) and provided no Default or Event of Default exists, Borrower from time to time may elect to have all or a portion of the Principal Balance bear or continue to bear interest determined by reference to a LIBOR Rate for an Interest Period. Such election shall be exercised by delivery of a LIBOR Election Notice to Agent by facsimile transmission to 0000 Xxxxxxx Xxxxxx, Chevy Chase, Maryland 20815, Telecopy No.: (000) 000-0000, Attention: Corporate Finance Group, Portfolio Manager, not later than 1:00 p.m. (New York City time) at any time least three (3) Business Days prior to the commencement of a proposed Business Day on which the requested Interest Period any Relevant Lender determines, acting reasonably and in good faith, will commence. Agent shall determine (which determination shall, absent manifest error, be conclusivepresumptively correct) that:the LIBOR Rate applicable to the relevant LIBOR Loan on the applicable Interest Rate Determination Date and promptly shall give notice thereof to Borrower. Any LIBOR Election Notice received by Agent shall be irrevocable. Upon the expiration of an Interest Period the applicable LIBOR Loan shall be converted to and become a Prime Rate Loan unless such LIBOR Loan has been continued as a LIBOR Loan in accordance with this Section 2.7(a). (ab) Each LIBOR Loan shall be in an amount not less than $100,000 or integral multiples of $100,000 in excess thereof. At no time shall more than six (6) LIBOR Loans be in effect. (c) If prior to the commencement of any Interest Period, Agent determines that Dollar deposits of the relevant amount for the relevant Interest Period are not available in the London interbank eurodollar market or the rate at which such Dollar deposits are being offered will not adequately and fairly reflect the cost to Lenders of maintaining a LIBOR Rate for such Interest Period, or that the making or funding of LIBOR Loans has become impracticable as a result of an event occurring after the Closing Date which in the opinion of Agent materially affects such Loans, or that by reason of circumstances affecting the London interbank such market, or any bank participants therein, adequate and fair reasonable means do not exist for ascertaining the rate of interest with respect LIBOR Rate applicable to a Libor Loan during the proposed such Interest Period; (b) deposits in US Dollars are not being offered to that Relevant Lender in the London interbank market in the ordinary course of business; (c) the making or continuing of the Rateable Share of that Relevant Lender in any Libor Loan during the proposed Interest Period has been made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market; (d) the Fixed Rate for the proposed Interest Period does not accurately reflect the effective cost to that Relevant Lender of funding its Rateable Share in any Libor Loan for the proposed Interest Period; or (e) the Relevant Agent is unable to determine the Fixed Rate for the proposed Interest Period of the Libor Loan, (a “ Libor Disruption Event”), then that Relevant Lender (for the purposes of this Subsection 9.5.1, the “Affected Lender”) may promptly shall give notice of such determination to Borrower and, so long as such circumstances shall continue, (i) no Lender Party shall be under any obligation to make or convert any Prime Rate Loans into LIBOR Loans and (ii) on the Relevant Agent who will promptly notify last day of the Relevant Borrower. Thereaftercurrent Interest Period for each LIBOR Loan, and until such LIBOR Loan, unless then repaid in full, automatically shall convert to a Prime Rate Loan. (d) In the Relevant Agent notifies event that by reason of a change in any law, regulation or requirement or interpretation thereof by any Governmental Authority, or, after the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer appliesdate hereof, the Relevant Borrower’s right to require such Affected Lender to make its Rateable Share imposition of any requirement of any such Libor Loan available Governmental Authority, whether or not having the force of law, including the imposition of any reserve and/or special deposit requirement (other than reserves included in the manner requested Eurocurrency Reserve Requirements), any Lender Party shall be suspended subjected to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of any Lender Party) and the Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available by way of if any such measures shall result in an advance in US Dollars which shall bear interest payable increase in the same manner cost to any Lender Party of maintaining any LIBOR Loan or in a reduction in the amount of principal or interest receivable by any Lender Party in respect thereof, then Borrower shall pay to Agent, for the benefit of Lenders, within ten (10) days after receipt of a notice from Agent (which notice shall be accompanied by a statement in reasonable detail setting forth the basis for the calculation thereof, which calculation, in the absence of manifest error, shall be presumptively correct, and a copy of such notice concurrently therewith shall be delivered to each Lender), an amount equal to such increased cost or reduced amount, provided that Borrower shall not be obligated to pay any such increased cost or reduced amount which accrued prior to the day which is 180 days prior to the date upon which Agent first makes demand therefor. (e) If at any time a change in any law, treaty or regulation, or any interpretation thereof by any Governmental Authority, shall make it (or, in the good faith judgment of such Lender Party cause a substantial question as to whether it is) unlawful for any US Base Lender Party to make, maintain or fund its share of any LIBOR Loan, then, upon the occurrence of such event, Agent shall notify Borrower thereof and thereupon (i) no Lender Party shall be under any obligation to make or convert any Prime Rate Loans into LIBOR Loans and (ii) on the last day of the current Interest Period for each LIBOR Loan (or, in any event, on such earlier date as may be required by the relevant law, treaty, regulation or interpretation thereof), such LIBOR Loan, unless then repaid in full, automatically shall convert to a Prime Rate Loan. (f) In addition to any other payments payable by Borrower to the Lender Parties pursuant to the Loan Documents, Borrower shall indemnify and reimburse each Lender Party on demand for any expense which any Lender Party may sustain, including without limitation, any expense resulting from their contractual obligations in connection with applicable Dollar deposits, as a consequence of (i) any withdrawal by Borrower of any LIBOR Election Notice before it becomes effective, (ii) any failure by Borrower to borrow the amount set forth in any LIBOR Election Notice on the date specified therefor, (iii) any failure of Borrower to make any payment when due of any amount payable with respect to any LIBOR Loan and (iv) any prepayment of any LIBOR Loan prior to the expiration of the Interest Period applicable thereto. Such expense shall be deemed to include an amount determined by Agent to be the excess, if any, of (x) the amount of interest which would have accrued on the principal amount of such LIBOR Loan had such event not occurred, at the LIBOR Rate that would have been applicable to such LIBOR Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of any applicable Canadian Facilitya failure to borrow, for the period that would have been the Interest Period for such LIBOR Loan), over (y) or US Prime Rate Loan (the amount of interest which would accrue on such principal amount for such period at the interest rate which Agent would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the case London interbank eurodollar market. (g) Each Lender Party may, if it so elects, fulfill its commitment as to any LIBOR Loan by causing a foreign branch or Affiliate of such Lender Party to make such Loan; provided that in such event for the purposes of this Agreement such Loan shall be deemed to have been made by such Lender Party and the obligation of Borrower to repay such Loan shall nevertheless be to the Lender Party and shall be deemed held by it, to the extent of such Loan, for the account of such branch or Affiliate. (h) Notwithstanding any provision of this Agreement to the contrary, each Lender Party shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender Party actually had funded and maintained each LIBOR Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the LIBOR Rate for such Interest Period. (i) Determinations and statements of any applicable US FacilityLender Party pursuant to Sections 2.7(c), (d), (e) and (f) shall be conclusive absent demonstrable error. Each Lender Party may use reasonable averaging and attribution methods in determining compensation under Sections 2.7(d) and (f), and the provisions of such Sections shall survive the repayment of the Obligations and the termination of the Commitments and this Agreement.

LIBOR Loans. If at any Borrower shall request a LIBOR Loan by either: (A) using the CEO and following such procedures and standards as Lender shall from time prior to time establish for the commencement use of the CEO or (B) delivering a proposed Interest Period any Relevant Lender determineswritten notice in the form of Exhibit A, acting reasonably and in good faithappropriately completed (a “Notice of LIBOR Loan Borrowing”). Irrespective of whether the request for a LIBOR Loan is made by either using the CEO or a Notice of LIBOR Loan Borrowing, (which determination shall, absent manifest error, be conclusive) thatBorrow shall specify: (aA) by reason The principal amount of circumstances affecting the London interbank marketrequested Revolving Loan Borrowing, which shall be in the amount of $1,000,000 or any bank participants therein, adequate and fair means do not exist for ascertaining an integral multiple of $500,000 in excess thereof. (B) That the rate of interest with respect to requested Revolving Loan Borrowing will be a Libor Loan during the proposed Interest PeriodLIBOR Loan; (bC) deposits The initial Interest Periods selected by the Borrower for such LIBOR Loans in US Dollars are not being offered to that Relevant Lender in the London interbank market in the ordinary course of businessaccordance with Section 2.1(e); (cD) the making or continuing The date of the Rateable Share requested LIBOR Loan, which shall be a Business Day; and (E) Each Notice of that Relevant LIBOR Loan Borrowing shall be signed by a Responsible Officer of Borrower. The Borrower shall make a request for a LIBOR Loan by using the CEO or, as applicable, a Notice of LIBOR Loan to Lender not later than 9:00 a.m. at least three (3) Business Days before the date of the requested LIBOR Loan. Each Notice of LIBOR Loan Borrowing shall be delivered to Lender by facsimile or by e-mail by a Responsible Officer of the Borrower or by any other Person as Borrower may designate in any Libor Loan writing from time to time to Lender’s facsimile number or e-mail address and during the proposed Interest Period has been made impracticable by the occurrence of any change hours specified in national or international financialSection 8.1; provided, political or economic conditions or currency exchange rates or exchange controlhowever, or an event (including an act of terrorism) which materially and adversely affects the London interbank market; (d) the Fixed Rate for the proposed Interest Period does not accurately reflect the effective cost to that Relevant Lender of funding its Rateable Share in any Libor Loan for the proposed Interest Period; or (e) the Relevant Agent is unable to determine the Fixed Rate for the proposed Interest Period of the Libor Loan, (a “ Libor Disruption Event”), then that Relevant Lender (for the purposes of this Subsection 9.5.1, the “Affected Lender”) may give notice of such determination to the Relevant Agent who will promptly notify the Relevant Borrower. Thereafter, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer applies, the Relevant Borrower’s right to require such Affected Lender to make its Rateable Share of any such Libor Loan available in the manner requested shall be suspended and the Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which shall bear interest payable in the same manner as any US Base Rate Loan (in the case of delivery by email, the Borrower shall promptly, and in any applicable Canadian Facility) event within twenty-four hours after such email delivery, deliver to Lender a facsimile of such Notice of LIBOR Loan Borrowing executed by the Responsible Officer of the Borrower who sent the e-mail Notice of LIBOR Loan Borrowing; provided, however, Borrower’s failure to deliver a facsimile of such notice of Revolving Loan Borrowing shall not effect the validity, enforceability, conclusiveness or US Prime Rate binding effect on Borrower of the e-mail notification. Each request for a LIBOR Loan (made either by using the CEO or by delivering a Notice of LIBOR Loan Borrowing to Lender shall be irrevocable. Upon receipt of a request for a LIBOR Loan either through the use of the CEO or the delivery of a Notice of LIBOR Loan Borrowing, the fulfillment of the conditions set forth in Section 3.2 and Borrower’s compliance with Section 2.1(a), Lender shall make the case of any applicable US Facility)LIBOR Loan to Borrower by crediting the amount thereof to the Concentration Account. Borrower agrees that Lender is permitting CEO requests for LIBOR Loans at Borrower’s request and Lender shall have no liability in acting upon a CEO request that it believes has been made by an authorized Person.

LIBOR Loans. If Notwithstanding anything to the contrary herein contained, if at any time prior subsequent to the commencement giving of a proposed Interest Period notice of Accommodation, Conversion or Rollover, as the case may be, to the Agent by the Borrower with regard to any Relevant Lender determines, acting reasonably and in good faith, (which determination shall, absent manifest error, be conclusive) thatrequested Libor Loan: (ai) the Agent (acting reasonably) determines that by reason of circumstances affecting the London interbank market, or any bank participants thereinInterbank Eurodollar Market, adequate and fair means do not exist for ascertaining the rate of interest with respect to a Libor Loan during the proposed Interest Period; (b) to, or deposits in US Dollars are not being offered to that Relevant Lender available in the London interbank market sufficient amounts in the ordinary course of businessbusiness to fund, a requested Libor Loan during the ensuing Libor Interest Period selected; (cii) the Agent (acting reasonably) determines that the making or continuing of the Rateable Share of that Relevant Lender in any requested Libor Loan during by the proposed Interest Period Lenders has been made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market;Interbank Eurodollar Market generally; or (diii) the Fixed Rate for Agent is advised by Lenders holding at least 25% of the proposed Interest Period Total Commitment by written notice (each, a "LIBOR Suspension Notice"), such notice received by the Agent no later than 12:00 noon (Toronto time) on the third Business Day prior to the date of the requested Accommodation, Rollover or Conversion, as the case may be, that such Lenders (acting reasonably) have determined that the Libor to be determined in accordance with this Agreement will not or does not accurately reflect represent the effective cost to that Relevant Lender such Lenders of funding its Rateable Share U.S. Dollar deposits in such market for the relevant Libor Interest Period, then the Agent shall give notice thereof to the Lenders and the Borrower as soon as possible after such determination or receipt of such Libor Suspension Notice, as the case may be, and the Borrower shall, within one Business Day after receipt of such notice and in replacement of the notice of Accommodation, Rollover or Conversion, as the case may be, previously given by the Borrower, give the Agent a notice of Accommodation, Rollover or Conversion, as the case may be, which specifies any other Accommodation or the Conversion of the relevant Libor Loan for on the proposed Interest Period; or (e) last day of the Relevant Agent is unable to determine the Fixed Rate for the proposed applicable Libor Interest Period into any other Loan which would not be affected by the notice from the Agent pursuant to this Section 11.4(a). In the event the Borrower fails to give, if applicable, a valid replacement notice of Conversion or Rollover with respect to the maturing Libor Loans which were the subject of a notice of Conversion or Rollover, such maturing Libor Loans shall be converted on the last day of the applicable Libor Loan, (Interest Period into U.S. Base Rate Loans as if a “ Libor Disruption Event”), then that Relevant Lender (for the purposes of this Subsection 9.5.1, the “Affected Lender”) may give valid replacement notice of such determination Conversion or notice of Rollover had been given to the Relevant Agent who will promptly notify by the Relevant BorrowerBorrower pursuant to the provisions hereof. ThereafterIn the event the Borrower fails to give, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer appliesif applicable, the Relevant Borrower’s right a valid replacement notice of Accommodation with respect to require such Affected Lender to make its Rateable Share of any such Libor Loan available in the manner Borrowings originally requested shall be suspended and the Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which a Libor Loan, then the Borrower shall bear interest payable in the same manner as any US be deemed to have requested Accommodation by way of a U.S. Base Rate Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (amount specified in the case original notice of any applicable US Facility)Accommodation and, on the originally requested Drawdown Date, the Lenders (subject to the other provisions hereof) shall make available the requested amount by way of a U.S. Base Rate Loan.

LIBOR Loans. If at any time prior to The Companies may request LIBOR Loans on the commencement of a proposed Interest Period any Relevant Lender determines, acting reasonably following terms and in good faith, (which determination shall, absent manifest error, be conclusive) thatconditions: (a) The Companies may elect, subsequent to three (3) days from the Closing Date and from time to time thereafter (i) to request any loan made hereunder to be a LIBOR Loan as of the date of such loan or (ii) to convert Chase Bank Rate Loans to LIBOR Loans, and may elect from time to time to convert LIBOR Loans to Chase Bank Rate Loans by reason giving the Agent at least three (3) Business Days' prior irrevocable notice of circumstances affecting such election, PROVIDED that any such conversion of LIBOR Loans to Chase Bank Rate Loans shall only be made, subject to the London interbank marketsecond following sentence, on the last day of an Interest Period with respect thereto. Should the Companies elect to convert Chase Bank Rate Loans to LIBOR Loans, it shall give the Agent at least three Business Days' prior irrevocable notice of such election. All or any bank participants therein, adequate and fair means do not exist for ascertaining the rate part of interest outstanding Chase Bank Rate Loans then outstanding with respect to a Libor Loan during the proposed Interest Period;Revolving Loans may be converted to LIBOR Loans as provided herein, PROVIDED that partial conversions shall be in multiples in an aggregate principal amount of $1,000,000 or more. The aggregate amount of all such LIBOR Loans shall not exceed an amount equal to $30,000,000 at any one time outstanding. (b) Any LIBOR Loans may be continued as such upon the expiration of an Interest Period, PROVIDED the Companies so notify the Agent, at least three (3) Business Days' prior to the expiration of said Interest Period, and PROVIDED FURTHER that no LIBOR Loan may be continued as such upon the occurrence of any material Default or Event of Default that has not otherwise been waived by Required Lenders under this Financing Agreement, but shall be automatically converted to a Chase Bank Rate Loan on the last day of the Interest Period during which occurred such Default or Event of Default. Absent such notification of continuation, LIBOR Loans shall convert to Chase Bank Rate Loans on the last day of the applicable Interest Period. Each notice of election, conversion or continuation furnished by the Companies pursuant hereto shall specify whether such election, conversion or continuation is for a one, two, or three month period. Notwithstanding anything to the contrary contained herein, the Agent (or any Lender, if applicable) shall not be required to purchase United States Dollar deposits in US Dollars are not being offered to that Relevant Lender in the London interbank market in or from any other applicable LIBOR Rate market or source or otherwise "match fund" to fund LIBOR Loans, but any and all provisions hereof relating to LIBOR Loans shall be deemed to apply as if the ordinary course of business;Agent (and any Lender, if applicable) had purchased such deposits to fund any LIBOR Loans. (c) The Companies may request a LIBOR Loan, convert any Chase Bank Rate Loan or continue any LIBOR Loan provided that (i) no material Default or Event of Default has occurred and is continuing hereunder or which has not been waived in writing by the making or continuing of the Rateable Share of that Relevant Lender in any Libor Required Lenders, and (ii) no LIBOR Loan during the proposed shall be made with an Interest Period has been made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market; (d) the Fixed Rate for the proposed Interest Period does not accurately reflect the effective cost to that Relevant Lender of funding its Rateable Share in any Libor Loan for the proposed Interest Period; or (e) the Relevant Agent is unable to determine the Fixed Rate for the proposed Interest Period of the Libor Loan, (a “ Libor Disruption Event”), then that Relevant Lender (for the purposes of this Subsection 9.5.1, the “Affected Lender”) may give notice of such determination ends subsequent to the Relevant Agent who will promptly notify the Relevant Borrower. Thereafter, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists Maturity Date or no longer applies, the Relevant Borrower’s right to require such Affected Lender to make its Rateable Share of any such Libor Loan available in the manner requested shall be suspended and the Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which shall bear interest payable in the same manner as any US Base Rate Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (in the case of any applicable US Facility)Early Termination Date.

LIBOR Loans. If at any time prior Each LIBOR Loan made by the Banks shall bear interest on the unpaid principal amount thereof from the date such Loan is made until maturity (whether by acceleration or otherwise) equal to the commencement sum of the Adjusted LIBOR plus the Applicable LIBOR Margin as set forth on ANNEX A, and in all cases the Applicable LIBOR Margin shall fluctuate in accordance with the Funded Debt to EBITDA Ratio as set forth on ANNEX A. The Applicable LIBOR Margin effective as of the Closing Date until receipt by the Agent of quarterly financial statements for the period ended December 30, 2000 will be at Level I on ANNEX A. SECTION 3.1 (c) is amended by adding the following to the end of the paragraph: "Interest rate adjustments resulting from changes in the Funded Debt to EBITDA Ratio shall be made without notice to the Borrower, based on such ratio as of the end of a proposed Interest Period any Relevant Lender determines, acting reasonably Fiscal Quarter. The applicable interest rate shall be reduced to a specified level only in the event (A) no Default or Event of Default exists as of the date of determination and in good faith, (which determination shall, absent manifest error, B) the required Funded Debt to EBITDA Ratio has been satisfied. All adjustments shall be conclusive) thatdetermined by the Agent and shall be effective as follows: (a) the Agent shall make its interest rate determination within twenty (20) Business Days of the receipt by reason the Agent (the "Review Period") of circumstances affecting the London interbank market, or any bank participants therein, adequate Borrower's consolidated quarterly financial statements and fair means do not exist for ascertaining Compliance Certificate indicating that an adjustment in the rate of interest with respect to a Libor Loan during the proposed Interest PeriodApplicable LIBOR Margin is warranted; (b) deposits in US Dollars are not being offered to that Relevant Lender any reduction or increase in the London interbank market in Applicable LIBOR Margin after the ordinary course of business;Review Period shall be effective on the first day following the interest rate determination by the Agent; and (c) the making or continuing if any financial statements necessary for calculation of the Rateable Share of that Relevant Lender Funded Debt to EBITDA Ratio provided for in any Libor Loan during the proposed Interest Period has been made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market; (d) the Fixed Rate for the proposed Interest Period does this Section 3.1 are not accurately reflect the effective cost to that Relevant Lender of funding its Rateable Share in any Libor Loan for the proposed Interest Period; or (e) the Relevant Agent is unable to determine the Fixed Rate for the proposed Interest Period of the Libor Loan, (a “ Libor Disruption Event”), then that Relevant Lender (for the purposes of this Subsection 9.5.1, the “Affected Lender”) may give notice of such determination delivered to the Relevant Agent who will promptly notify within the Relevant Borrower. Thereaftertime periods specified in Section 6.2, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer applies, the Relevant Borrower’s right such statements when ultimately delivered give rise to require such Affected Lender to make its Rateable Share of any such Libor Loan available an increase in the manner requested Applicable LIBOR Margin, such increase shall be suspended and retroactive to the Affected Lender shall, subject date such financial statements were required to be delivered pursuant to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which shall bear interest payable in the same manner as any US Base Rate Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (in the case of any applicable US Facility)6.2.

LIBOR Loans. If Notwithstanding anything to the contrary herein contained, if at any time prior subsequent to the commencement of Borrower giving a proposed Interest Period Borrowing Notice, a Conversion Notice or a Rollover Notice to the Agent with regard to any Relevant Lender determines, acting reasonably and in good faith, (which determination shall, absent manifest error, be conclusive) thatrequested Libor Loan: (ai) the Agent, acting reasonably, determines that by reason of circumstances affecting the London interbank market, or any bank participants thereinInterbank Eurodollar Market, adequate and fair means do not exist for ascertaining the rate of interest with respect to a Libor Loan during the proposed Interest Period; (b) to, or deposits in US Dollars are not being offered to that Relevant Lender available in the London interbank market sufficient amounts in the ordinary course of businessbusiness at the rate determined hereunder to fund, a requested Libor Loan during the ensuing Libor Interest Period selected; (cii) the Agent, acting reasonably, determines that the making or continuing of the Rateable Share of that Relevant Lender in any requested Libor Loan during by the proposed Interest Period Lenders has been made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market;Interbank Eurodollar Market generally; or (diii) the Fixed Rate for Agent is advised by Lenders, acting reasonably, holding at least 35% of the proposed Interest Period Total Commitment and being not less than 35% in number of Lenders by written notice (each, a "Lender Libor Suspension Notice"), such notice to be received by the Agent no later than 2 p.m. (Toronto time) on the third Business Day prior to the date of the requested Drawdown, Rollover or Conversion, as applicable, that such Lenders have determined, acting reasonably, that Libor will not or does not accurately reflect represent the effective cost to that Relevant such Lenders of U.S. Dollar deposits in the London Interbank Eurodollar Market for the relevant Libor Interest Period, then the Agent shall give notice thereof to the Lenders and the Borrower as soon as possible after such determination or receipt of such Lender Libor Suspension Notice, as applicable, and the Borrower shall, within one (1) Business Day after receipt of funding its Rateable Share such notice and in replacement of the Borrowing Notice, Conversion Notice or Rollover Notice previously given by the Borrower, give the Agent a Borrowing Notice or a Conversion Notice, as applicable, which specifies the Drawdown of any other Accommodation or the Conversion of the relevant Libor Loan for on the proposed Interest Period; or (e) last day of the Relevant Agent is unable to determine the Fixed Rate for the proposed applicable Libor Interest Period into any other Accommodation which would not be affected by the notice from the Agent pursuant to this Section 11.4. In the event the Borrower fails to give, if applicable, a valid replacement Conversion Notice with respect to the maturing Libor Loans which were the subject of a Conversion Notice or Rollover Notice, such maturing Libor Loans shall be converted on the last day of the applicable Libor Loan, (Interest Period into U.S. Base Rate Loans from the Lender as if a “ Libor Disruption Event”), then that Relevant Lender (for valid replacement Conversion Notice had been given by the purposes of this Subsection 9.5.1, the “Affected Lender”) may give notice of such determination Borrower pursuant to the Relevant Agent who will promptly notify provisions hereof. In the Relevant Borrower. Thereafterevent the Borrower fails to give, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer appliesif applicable, the Relevant Borrower’s right a valid replacement Borrowing Notice with respect to require such Affected Lender to make its Rateable Share of any such Libor Loan available in the manner a Drawdown originally requested shall be suspended and the Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which a Libor Loan, then the Borrower shall bear interest payable in the same manner as any US be deemed to have requested a Drawdown by way of a U.S. Base Rate Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (amount specified in the case original Borrowing Notice and, on the originally requested Drawdown Date, the Lenders (subject to the other provisions hereof) shall make available the requested amount by way of any applicable US Facility)a U.S. Base Rate Loan.

LIBOR Loans. If Notwithstanding anything to the contrary herein contained, if at any time prior subsequent to the commencement of Borrower giving a proposed Interest Period Borrowing Notice, a Conversion Notice or a Rollover Notice to the Agent with regard to any Relevant Lender determines, acting reasonably and in good faith, (which determination shall, absent manifest error, be conclusive) thatrequested Libor Loan: (ai) the Agent, acting reasonably, determines that by reason of circumstances affecting the London interbank market, or any bank participants thereinInterbank Eurodollar Market, adequate and fair means do not exist for ascertaining the rate of interest with respect to a Libor Loan during the proposed Interest Period; (b) to, or deposits in US Dollars are not being offered to that Relevant Lender available in the London interbank market sufficient amounts in the ordinary course of businessbusiness at the rate determined hereunder to fund, a requested Libor Loan during the ensuing Libor Interest Period selected; (cii) the Agent, acting reasonably, determines that the making or continuing of the Rateable Share of that Relevant Lender in any requested Libor Loan during by the proposed Interest Period Lenders has been made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market;Interbank Eurodollar Market generally; or (diii) the Fixed Rate for Agent is advised by Lenders, acting reasonably, holding at least 35% of the proposed Interest Period Total Commitment and being not less than 35% in number of Lenders by written notice (each, a “Lender Libor Suspension Notice”), such notice to be received by the Agent no later than 2 p.m. (Toronto time) on the third Business Day prior to the date of the requested Drawdown, Rollover or Conversion, as applicable, that such Lenders have determined, acting reasonably, that Libor will not or does not accurately reflect represent the effective cost to that Relevant such Lenders of U.S. Dollar deposits in the London Interbank Eurodollar Market for the relevant Libor Interest Period, then the Agent shall give notice thereof to the Lenders and the Borrower as soon as possible after such determination or receipt of such Lender Libor Suspension Notice, as applicable, and the Borrower shall, within one (1) Business Day after receipt of funding its Rateable Share such notice and in replacement of the Borrowing Notice, Conversion Notice or Rollover Notice previously given by the Borrower, give the Agent a Borrowing Notice or a Conversion Notice, as applicable, which specifies the Drawdown of any other Accommodation or the Conversion of the relevant Libor Loan for on the proposed Interest Period; or (e) last day of the Relevant Agent is unable to determine the Fixed Rate for the proposed applicable Libor Interest Period into any other Accommodation which would not be affected by the notice from the Agent pursuant to this Section 11.4. In the event the Borrower fails to give, if applicable, a valid replacement Conversion Notice with respect to the maturing Libor Loans which were the subject of a Conversion Notice or Rollover Notice, such maturing Libor Loans shall be converted on the last day of the applicable Libor Loan, (Interest Period into U.S. Base Rate Loans from the Lender as if a “ Libor Disruption Event”), then that Relevant Lender (for valid replacement Conversion Notice had been given by the purposes of this Subsection 9.5.1, the “Affected Lender”) may give notice of such determination Borrower pursuant to the Relevant Agent who will promptly notify provisions hereof. In the Relevant Borrower. Thereafterevent the Borrower fails to give, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer appliesif applicable, the Relevant Borrower’s right a valid replacement Borrowing Notice with respect to require such Affected Lender to make its Rateable Share of any such Libor Loan available in the manner a Drawdown originally requested shall be suspended and the Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which a Libor Loan, then the Borrower shall bear interest payable in the same manner as any US be deemed to have requested a Drawdown by way of a U.S. Base Rate Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (amount specified in the case original Borrowing Notice and, on the originally requested Drawdown Date, the Lenders (subject to the other provisions hereof) shall make available the requested amount by way of any applicable US Facility)a U.S. Base Rate Loan.

LIBOR Loans. (a) If at any time prior to the commencement of a proposed Interest Period any Relevant Lender determines, acting reasonably and Agent determines in good faith, (which determination shall, absent manifest error, shall be conclusivemade in good faith and shall be conclusive and binding) that: in connection with any request for a LIBOR Loan or a conversion or continuation thereof that (a) by reason U.S. Dollar deposits are not being offered to banks in the applicable offshore U.S. Dollar market for the applicable amount and LIBOR Interest Period of circumstances affecting the London interbank marketsuch LIBOR Loan, or any bank participants therein, adequate and fair reasonable means do not exist for ascertaining determining the rate LIBOR Rate for such LIBOR Loan, or (b) if the Majority Lenders determine and notify the Agent that the LIBOR Rate for such LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of interest with respect funding such LIBOR Loan, then the Agent shall promptly notify the Borrower and all Lenders. Thereafter, the obligation of the Lenders to make or maintain RBC – AltaLink (AILP) – 2016 Credit Agreement LIBOR Loans shall be suspended until the Agent revokes such notice. Upon receipt of such notice of suspension, the Borrower may revoke any pending request for a Libor LIBOR Loan, or conversion or continuation of a LIBOR Loan, or, failing that, will be deemed to have converted such request into a request for a U.S. Base Rate Loan during in the proposed Interest Period;amount specified therein. (b) deposits The Borrower shall give the Agent notice in US Dollars are writing not being offered later than 10:00 a.m. on the third Business Day prior to that Relevant Lender the expiry of the LIBOR Interest Period in respect of a LIBOR Loan specifying the London interbank market in new LIBOR Interest Period (if the ordinary course of business;LIBOR Loan is to be renewed) or the Accommodation into which the LIBOR Loan will be converted on such expiry. (c) If no notice is given by the making Borrower as provided in clause (a) or continuing (b) above, the LIBOR Loan will be automatically converted on the expiration of the Rateable Share of that Relevant Lender in any Libor Loan during the proposed then applicable LIBOR Interest Period to a U.S. Base Rate Loan, without prejudice to the Lenders’ rights in respect of the failure to give the notice and whether or not a Default or Event of Default has been made impracticable by occurred, in the occurrence principal amount of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act the funds required to be provided to the Agent for the account of terrorism) which materially and adversely affects the London interbank market;Lenders pursuant to this Section. (d) If any LIBOR Loan is outstanding on the Fixed Rate Demand Date or the Maturity Date, the Borrower shall on such date pay to the Agent for the proposed Interest Period does not accurately reflect account of the effective cost Lenders at the Branch in U.S. Dollars an amount equal to that Relevant Lender the principal amount of funding its Rateable Share in any Libor Loan for the proposed Interest Period; orsuch LIBOR Loan. (e) All funds received by the Relevant Agent is unable pursuant to determine clause (d) shall be held by the Fixed Rate Agent for set-off on the proposed Interest Period maturity date of the Libor Loan,LIBOR Loan against the liability of the Borrower to the Lenders in respect of such LIBOR Loan and, until then, shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Agent, for a term corresponding to the maturity date of the applicable LIBOR Loan and shall bear interest at the rate payable by the Agent on deposits of similar currency, amount and maturity. The balance of all such funds (together with interest thereon) held by the Agent will be applied to repayment of all debts and liabilities of the Borrower to the Lenders under this Agreement and the Loan Documents and following repayment of all such debts and liabilities any amount remaining shall be paid to the Borrower or as otherwise required by law. (f) Each Lender shall advance its Applicable Percentage of each LIBOR Loan in accordance with the following provisions: (i) the Agent shall advise each Lender of its receipt of a “ Libor Disruption Event”)notice from a Borrower pursuant to Section 2.5 on the day such notice is received and shall, then that Relevant as soon as possible, advise each Lender (for of the purposes amount of this Subsection 9.5.1, the “Affected Lender”) may give notice of such determination to the Relevant Agent who will promptly notify the Relevant Borrower. Thereafter, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer applies, the Relevant Borrower’s right to require such Affected Lender to make its Rateable Share Applicable Percentage of any such Libor Loan available in the manner requested shall be suspended and the Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available Borrowing by way of LIBOR Loan requested by the notice; (ii) each Lender shall deliver its share of the Borrowing to the Agent’s Account at the Branch not later than 11:00 a.m. on the Borrowing Date; and (iii) when the Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met, it shall advance to the Borrower the amount delivered by each Lender by wiring such amount to the account of the Borrower, but if the conditions precedent to the Borrowing are not met by 2:30 p.m. on the Borrowing Date, the Agent shall return the funds to the Lenders or invest them in an advance in US Dollars which shall bear interest payable in overnight investment as orally instructed by each Lender until such time as the same manner as any US Base Rate LIBOR Loan is advanced. RBC – AltaLink (in the case of any applicable Canadian FacilityAILP) or US Prime Rate Loan (in the case of any applicable US Facility).– 2016 Credit Agreement

LIBOR Loans. (a) If at any time prior to the commencement of a proposed Interest Period any Relevant Lender determines, acting reasonably and Agent determines in good faith, (which determination shall, absent manifest error, shall be conclusivemade in good faith and shall be conclusive and binding) that: in connection with any request for a LIBOR Loan or a conversion or continuation thereof that (a) by reason U.S. Dollar deposits are not being offered to banks in the applicable offshore U.S. Dollar market for the applicable amount and LIBOR Period of circumstances affecting the London interbank marketsuch LIBOR Loan, or any bank participants therein, adequate and fair reasonable means do not exist for ascertaining determining the rate LIBOR Rate for such LIBOR Loan, or (b) if the Majority Lenders determine and notify the Agent that the LIBOR Rate for such LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of interest with respect funding such LIBOR Loan, then the Agent shall promptly notify the Borrower and all Lenders. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent revokes such notice. Upon receipt of such notice of suspension, the Borrower may revoke any pending request for a Libor LIBOR Loan, or conversion or continuation of a LIBOR Loan, or, failing that, will be deemed to have converted such request into a request for a U.S. Base Rate Loan during in the proposed Interest Period;amount specified therein. (b) deposits The Borrower shall give the Agent notice in US Dollars are writing not being offered later than 10:00 a.m. on the third Business Day prior to that Relevant Lender the expiry of the LIBOR Interest Period in respect of a LIBOR Loan specifying the London interbank market in new LIBOR Interest Period (if the ordinary course of business;LIBOR Loan is to be renewed) or the Accommodation into which the LIBOR Loan will be converted on such expiry. Legal_1:35701022.7 (c) If no notice is given by the making Borrower as provided in clause (a) or continuing (b) above, the LIBOR Loan will be automatically converted on the expiration of the Rateable Share of that Relevant Lender in any Libor Loan during the proposed then applicable LIBOR Interest Period to a U.S. Base Rate Loan, without prejudice to the Lenders’ rights in respect of the failure to give the notice and whether or not a Default or Event of Default has been made impracticable by occurred, in the occurrence principal amount of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act the funds required to be provided to the Agent for the account of terrorism) which materially and adversely affects the London interbank market;Lenders pursuant to this Section. (d) If any LIBOR Loan is outstanding on the Fixed Rate Demand Date or the Maturity Date, the Borrower shall on such date pay to the Agent for the proposed Interest Period does not accurately reflect account of the effective cost Lenders at the Branch in U.S. Dollars an amount equal to that Relevant Lender the principal amount of funding its Rateable Share in any Libor Loan for the proposed Interest Period; orsuch LIBOR Loan. (e) All funds received by the Relevant Agent is unable pursuant to determine clause (d) shall be held by the Fixed Rate Agent for set-off on the proposed Interest Period maturity date of the Libor Loan,LIBOR Loan against the liability of the Borrower to the Lenders in respect of such LIBOR Loan and, until then, shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Agent, for a term corresponding to the maturity date of the applicable LIBOR Loan and shall bear interest at the rate payable by the Agent on deposits of similar currency, amount and maturity. The balance of all such funds (together with interest thereon) held by the Agent will be applied to repayment of all debts and liabilities of the Borrower to the Lenders under this Agreement and the Loan Documents and following repayment of all such debts and liabilities any amount remaining shall be paid to the Borrower or as otherwise required by law. (f) Each Lender shall advance its Applicable Percentage of each LIBOR Loan in accordance with the following provisions: (i) the Agent shall advise each Lender of its receipt of a “ Libor Disruption Event”)notice from a Borrower pursuant to Section 2.5 on the day such notice is received and shall, then that Relevant as soon as possible, advise each Lender (for of the purposes amount of this Subsection 9.5.1, the “Affected Lender”) may give notice of such determination to the Relevant Agent who will promptly notify the Relevant Borrower. Thereafter, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer applies, the Relevant Borrower’s right to require such Affected Lender to make its Rateable Share Applicable Percentage of any such Libor Loan available in the manner requested shall be suspended and the Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available Borrowing by way of LIBOR Loan requested by the notice; (ii) each Lender shall deliver its share of the Borrowing to the Agent’s Account at the Branch not later than 11:00 a.m. on the Borrowing Date; and (iii) when the Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met, it shall advance to the Borrower the amount delivered by each Lender by wiring such amount to the account of the Borrower, but if the conditions precedent to the Borrowing are not met by 2:30 p.m. on the Borrowing Date, the Agent shall return the funds to the Lenders or invest them in an advance in US Dollars which shall bear interest payable in overnight investment as orally instructed by each Lender until such time as the same manner as any US Base Rate LIBOR Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (in the case of any applicable US Facility)is advanced.

LIBOR Loans. If (A) With respect to the Revolving Loan, each LIBOR Contract Loan shall be in the minimum amount of One Hundred Thousand and no/100 Dollars ($100,000.00), with increments of One Hundred Thousand and no/100 Dollars ($100,000.00) thereafter. Not more than five (5) nor less than two (2) Business Days prior to the requested date of any borrowing at or conversion to a LIBOR Loan, Borrower shall deliver to Lender an irrevocable written or telephonic notice setting forth (1) the requested date and amount of such LIBOR Loan, (2) the Interest Period applicable thereto, and (3) with respect to the Revolving Loan, whether the LIBOR Loan is a Daily Rate LIBOR Loan or a LIBOR Contract Loan. Unless Borrower notifies Lender to the contrary, upon the expiration of any applicable Interest Period for a LIBOR Contract Loan, such LIBOR Loan shall automatically convert to an Index Rate Loan, with respect to the Revolving Loan, or a new LIBOR Contract Loan with a 30 day Interest Period, with respect to Term Loan A. Each Daily LIBOR Rate Loan shall continue until such time as Borrower elects to convert such Daily LIBOR Rate Loan into an Index Rate Loan or a LIBOR Contract Loan in accordance with the terms hereof. Borrower shall not (x) request a LIBOR Contract Loan for an Interest Period that expires on any date after the repayment date of all or any portion of such LIBOR Contract Loan, (y) request, nor permit to be in effect, more than five (5) LIBOR Loans at any time time, nor (z) prepay any LIBOR Contract Loan unless Borrower pays to Lender all breakage costs incurred by Lender as a result of such prepayment. If Borrower pays any LIBOR Contract Loan on any day other than the last day of the Interest Period, then Borrower shall pay to Lender all of Lender’s costs, fees and expenses incurred in connection therewith, including, without limitation, charges or costs associated with changing LIBOR Rates prior to the expiration of their scheduled Interest Period. Lender’s determination of such breakage costs shall be conclusive absent manifest error. (B) If Lender determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of a proposed any Interest Period any Relevant that (1) U.S. Dollar deposits of sufficient amount and maturity for funding the LIBOR Loans are not available to Lender determinesin the London Interbank Eurodollar market in the ordinary course of business, acting reasonably and in good faith, or (which determination shall, absent manifest error, be conclusive) that: (a2) by reason of circumstances affecting the London interbank Interbank Eurodollar market, or any bank participants therein, adequate and fair means do not exist for ascertaining the rate of interest to be applicable to the Loans requested by Borrower to be LIBOR Loans or the LIBOR Loans shall not represent the effective pricing to Lender for U.S. Dollar deposits of a comparable amount for the relevant period (such as, for example, but not limited to, official reserve requirements required by Regulation D to the extent not given effect in determining the rate), Lender shall promptly notify Borrower and all existing LIBOR Loans shall convert to Index Rate Loans upon the end of the applicable Interest Period. Thereafter, no additional LIBOR Loans shall be made until such circumstances are cured. (C) If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Lender or its lending offices (a “Regulatory Change”), shall, in the opinion of counsel to Lender, make it unlawful for Lender to make or maintain LIBOR Loans, then Lender shall promptly notify Borrower thereof, and the LIBOR Loans shall convert to Index Rate Loans upon the end of the applicable Interest Period or on such earlier date as required by law. Thereafter, no additional LIBOR Loans shall be made until such circumstance is cured. (D) If any Regulatory Change (whether or not having the force of law) shall (1) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Lender; (2) subject Lender or the LIBOR Loans to any Tax or change the basis of taxation of payments to Lender of principal or interest due from Borrower to Lender hereunder (other than a change in the taxation of the overall net income of Lender); or (3) impose on Lender any other condition regarding the LIBOR Loans or Lender’s funding thereof, and Lender shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase the cost to Lender of making or maintaining the LIBOR Loans or to reduce the amount of principal or interest received by Lender hereunder, then Borrower shall pay to Lender, on demand, such additional amounts as Lender shall, from time to time, determine are sufficient to compensate and indemnify Lender from such increased cost or reduced amount. (E) Lender shall receive payments of amounts of principal of and interest with respect to a Libor Loan during the proposed Interest Period; LIBOR Loans free and clear of, and without deduction for, any Taxes. If (b1) deposits Lender shall be subject to any Tax in US Dollars are not being offered respect of any LIBOR Loans or any part thereof or, (2) Borrower shall be required to that Relevant withhold or deduct any Tax from any such amount, the Adjusted LIBOR Rate applicable to such LIBOR Loans shall be adjusted by Lender to reflect all additional costs incurred by Lender in connection with the London interbank market in payment by Lender or the ordinary course of business; (c) the making or continuing of the Rateable Share of that Relevant Lender in any Libor Loan during the proposed Interest Period has been made impracticable withholding by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market; (d) the Fixed Rate for the proposed Interest Period does not accurately reflect the effective cost to that Relevant Lender of funding its Rateable Share in any Libor Loan for the proposed Interest Period; or (e) the Relevant Agent is unable to determine the Fixed Rate for the proposed Interest Period of the Libor Loan, (a “ Libor Disruption Event”), then that Relevant Lender (for the purposes of this Subsection 9.5.1, the “Affected Lender”) may give notice Borrower of such determination to Tax and Borrower shall provide Lender with a statement detailing the Relevant Agent who will promptly notify the Relevant Borrower. Thereafter, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer applies, the Relevant Borrower’s right to require such Affected Lender to make its Rateable Share amount of any such Libor Loan available in Tax actually paid by Borrower. Determination by Lender of the manner requested amount of such costs shall be suspended conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Lender is subsequently recovered by Lender, Lender shall reimburse Borrower to the extent of the amount so recovered. A certificate of an officer of Lender setting forth the amount of such recovery and the Affected Lender shallbasis therefor shall be conclusive, subject to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which shall bear interest payable in the same manner as any US Base Rate Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (in the case of any applicable US Facility)absent manifest error.

LIBOR Loans. (a) If at any time prior to the commencement of a proposed Interest Period any Relevant Lender determines, acting reasonably and Agent determines in good faith, (which determination shall, absent manifest error, shall be conclusivemade in good faith and shall be conclusive and binding) that: in connection with any request for a LIBOR Loan or a conversion or continuation thereof that (a) by reason U.S. Dollar deposits are not being offered to banks in the applicable offshore U.S. Dollar market for the applicable amount and LIBOR Period of circumstances affecting the London interbank marketsuch LIBOR Loan, or any bank participants therein, adequate and fair reasonable means do not exist for ascertaining determining the rate LIBOR Rate for such LIBOR Loan, or (b) if the Majority Lenders determine and notify the Agent that the LIBOR Rate for such LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of interest with respect funding such LIBOR Loan, then the Agent shall promptly notify the Borrower and all Lenders. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent revokes such LEGAL_1:22094689.5 notice. Upon receipt of such notice of suspension, the Borrower may revoke any pending request for a Libor LIBOR Loan, or conversion or continuation of a LIBOR Loan, or, failing that, will be deemed to have converted such request into a request for a U.S. Base Rate Loan during in the proposed Interest Period;amount specified therein. (b) deposits The Borrower shall give the Agent notice in US Dollars are writing not being offered later than 10:00 a.m. on the third Business Day prior to that Relevant Lender the expiry of the LIBOR Interest Period in respect of a LIB OR Loan specifying the London interbank market in new LIBOR Interest Period (if the ordinary course of business;LIBOR Loan is to be renewed) or the Accommodation into which the LIBOR Loan will be converted on such expiry. (c) If no notice is given by the making Borrower as provided in clause (a) or continuing (b) above, the LIBOR Loan will be automatically converted on the expiration of the Rateable Share of that Relevant Lender in any Libor Loan during the proposed then applicable LIBOR Interest Period to a U.S. Base Rate Loan, without prejudice to the Lenders' rights in respect of the failure to give the notice and whether or not a Default or Event of Default has been made impracticable by occurred, in the occurrence principal amount of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act the funds required to be provided to the Agent for the account of terrorism) which materially and adversely affects the London interbank market;Lenders pursuant to this Section. (d) If any LIBOR Loan is outstanding on the Fixed Rate Demand Date or the Maturity Date, the Borrower shall on such date pay to the Agent for the proposed Interest Period does not accurately reflect account of the effective cost Lenders at the Branch in U.S. Dollars an amount equal to that Relevant Lender the principal amount of funding its Rateable Share in any Libor Loan for the proposed Interest Period; orsuch LIBOR Loan. (e) All funds received by the Relevant Agent is unable pursuant to determine clause (d) shall be held by the Fixed Rate Agent for set-off on the proposed Interest Period maturity date of the Libor Loan,LIBOR Loan against the liability of the Borrower to the Lenders in respect of such LIBOR Loan and, until then, shall be invested from time to time in such form of investment at the Branch designated by the Borrower and approved by the Agent, for a term corresponding to the maturity date of the applicable LIBOR Loan and shall bear interest at the rate payable by the Agent on deposits of similar currency, amount and maturity. The balance of all such funds (together with interest thereon) held by the Agent will be applied to repayment of all debts and liabilities of the Borrower to the Lenders under this Agreement and the Loan Documents and following repayment of all such debts and liabilities any amount remaining shall be paid to the Borrower or as otherwise required by law. (f) Each Lender shall advance its Applicable Percentage of each LIBOR Loan in accordance with the following provisions: (i) the Agent shall advise each Lender of its receipt of a “ Libor Disruption Event”)notice from a Borrower pursuant to Section 2.5 on the day such notice is received and shall, then that Relevant as soon as possible, advise each Lender (for of the purposes amount of this Subsection 9.5.1, the “Affected Lender”) may give notice of such determination to the Relevant Agent who will promptly notify the Relevant Borrower. Thereafter, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer applies, the Relevant Borrower’s right to require such Affected Lender to make its Rateable Share Applicable Percentage of any such Libor Loan available in the manner requested shall be suspended and the Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available Borrowing by way of LIBOR Loan requested by the notice; LEGAL_1:22094689.5 (ii) each Lender shall deliver its share of the Borrowing to the Agent's Account at the Branch not later than 11:00 a.m. on the Borrowing Date; and (iii) when the Agent determines that all the conditions precedent to a Borrowing specified in this Agreement have been met, it shall advance to the Borrower the amount delivered by each Lender by wiring such amount to the account of the Borrower, but if the conditions precedent to the Borrowing are not met by 2:30 p.m. on the Borrowing Date, the Agent shall return the funds to the Lenders or invest them in an advance in US Dollars which shall bear interest payable in overnight investment as orally instructed by each Lender until such time as the same manner as any US Base Rate LIBOR Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (in the case of any applicable US Facility)is advanced.

LIBOR Loans. If LIBOR Loans may be prepaid upon the terms and conditions set forth herein. For LIBOR Loans in connection with which Borrowers have or may incur obligations under any Hedging Agreement with a Bank Product Provider, additional obligations may be associated with prepayment in accordance with the terms and conditions of the applicable Hedging Agreements. Administrative Borrower shall give Agent, no later than 12:00 noon New York City time at least two (2) Business Days notice of any time prior proposed prepayment of any LIBOR Loans, specifying the proposed date of payment of such LIBOR Loans, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Loans shall be in an integral multiple of $1,000,000 and accompanied by the payment of all charges outstanding on such LIBOR Loans and of all accrued interest on the principal repaid to the commencement date of payment. Borrowers acknowledge that prepayment or acceleration of a proposed LIBOR Loan during an Interest Period shall result in the Lenders incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Loans on any Relevant Lender determinesdate other than on the last day of an Interest Period shall be accompanied by, acting reasonably and Borrowers hereby promise to pay to Agent for the Pro Rata benefit of the Lenders, on each such date or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in good faithaddition to all other sums then owing, an amount (which determination shall, absent manifest error, be conclusive“LIBOR Loan Prepayment Fee”) thatdetermined by Agent pursuant to the following formula: (a) by reason the then current LIBOR Rate applicable to an Interest Period with a maturity date closest to the end of circumstances affecting the London interbank market, or any bank participants therein, adequate and fair means do not exist for ascertaining the rate of interest Interest Period with respect to a Libor Loan during the proposed Interest Period;LIBOR Loans being prepaid as to which prepayment is made, subtracted from (b) deposits in US Dollars are not the LIBOR Lending Rate applicable to the LIBOR Loan being offered to that Relevant Lender prepaid. If the result of this calculation is zero (0) or a negative number, then there shall be no LIBOR Loan Prepayment Fee. If the result of this calculation is a positive number, then the resulting percentage shall be multiplied by: (i) the amount of the LIBOR Loan being prepaid. The resulting amount shall be divided by: (ii) 360 and multiplied by: (iii) the number of days remaining in the London interbank market in the ordinary course of business; (c) the making or continuing of the Rateable Share of that Relevant Lender in any Libor Loan during the proposed Interest Period has been made impracticable by as to which the occurrence prepayment is being made. The resulting amount of these calculations shall be the LIBOR Loan Prepayment Fee without duplication of any change amounts payable in national or international financialaccordance with Section 3.9. Upon the request of Administrative Borrower, political or economic conditions or currency exchange rates or exchange controlAgent shall deliver to Administrative Borrower a written statement setting forth in reasonable detail the calculations set forth above, or an event (including an act of terrorism) which materially and adversely affects the London interbank market; (d) the Fixed Rate for the proposed Interest Period does not accurately reflect the effective cost to that Relevant Lender of funding its Rateable Share in any Libor Loan for the proposed Interest Period; or (e) the Relevant Agent is unable to determine the Fixed Rate for the proposed Interest Period of the Libor Loan, (a “ Libor Disruption Event”), then that Relevant Lender (for the purposes of this Subsection 9.5.1, the “Affected Lender”) may give notice of such determination to the Relevant Agent who will promptly notify the Relevant Borrower. Thereafter, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer applies, the Relevant Borrower’s right to require such Affected Lender to make its Rateable Share of any such Libor Loan available in the manner requested shall be suspended and the Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which shall bear interest payable in the same manner as any US Base Rate Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (in the case of any applicable US Facility)conclusive absent manifest error.

LIBOR Loans. If LIBOR Loans may be prepaid upon the terms and conditions set forth herein. For LIBOR Loans in connection with which Borrowers have or may incur obligations under any Hedging Agreement with a Bank Product Provider, additional obligations may be associated with prepayment in accordance with the terms and conditions of the applicable Hedging Agreements. Administrative Borrower shall give Agent, no later than 11:00 a.m. New York City time at least three (3) Business Days notice of any time prior proposed prepayment of any LIBOR Loans, specifying the proposed date of payment of such LIBOR Loans, and the principal amount to be paid. Each partial prepayment of the principal amount of LIBOR Loans shall be in an integral multiple of $1,000,000 and accompanied by the payment of all charges outstanding on such LIBOR Loans and of all accrued interest on the principal repaid to the commencement date of payment. Borrowers acknowledge that prepayment or acceleration of a proposed LIBOR Loan during an Interest Period shall result in the Lenders incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. Therefore, all full or partial prepayments of LIBOR Loans on any Relevant Lender determinesdate other than on the last day of an Interest Period shall be accompanied by, acting reasonably and Borrowers hereby promise to pay to Agent for the Pro Rata benefit of the Lenders, on each such date or the date all sums payable hereunder become due and payable, by acceleration or otherwise, in good faithaddition to all other sums then owing, an amount (which determination shall, absent manifest error, be conclusive“LIBOR Loan Prepayment Fee”) thatdetermined by Agent pursuant to the following formula: (a) by reason the then current LIBOR Rate applicable to an Interest Period with a maturity date closest to the end of circumstances affecting the London interbank market, or any bank participants therein, adequate and fair means do not exist for ascertaining the rate of interest Interest Period with respect to a Libor Loan during the proposed Interest Period;LIBOR Loans being prepaid as to which prepayment is made, subtracted from (b) deposits in US Dollars are not the LIBOR Lending Rate applicable to the LIBOR Loan being offered to that Relevant Lender prepaid. If the result of this calculation is zero (0) or a negative number, then there shall be no LIBOR Loan Prepayment Fee. If the result of this calculation is a positive number, then the resulting percentage shall be multiplied by: (i) the amount of the LIBOR Loan being prepaid. The resulting amount shall be divided by: (ii) 360 and multiplied by: (iii) the number of days remaining in the London interbank market in the ordinary course of business; (c) the making or continuing of the Rateable Share of that Relevant Lender in any Libor Loan during the proposed Interest Period has been made impracticable by as to which the occurrence prepayment is being made. The resulting amount of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market; (d) the Fixed Rate for the proposed Interest Period does not accurately reflect the effective cost to that Relevant Lender of funding its Rateable Share in any Libor Loan for the proposed Interest Period; or (e) the Relevant Agent is unable to determine the Fixed Rate for the proposed Interest Period of the Libor Loan, (a “ Libor Disruption Event”), then that Relevant Lender (for the purposes of this Subsection 9.5.1, the “Affected Lender”) may give notice of such determination to the Relevant Agent who will promptly notify the Relevant Borrower. Thereafter, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer applies, the Relevant Borrower’s right to require such Affected Lender to make its Rateable Share of any such Libor Loan available in the manner requested these calculations shall be suspended and the Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which shall bear interest payable in the same manner as any US Base Rate LIBOR Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (in the case of any applicable US Facility)Prepayment Fee.

LIBOR Loans. If at (a) Any Revolving Loan made under this ----------- Article II will, except as provided in this Section 2.08, be a Floating Rate Loan. Subject to the conditions set forth in this Agreement, the Borrower may elect that any time Revolving Loan to be made under Section 2.01 will be made as a LIBOR Loan. Such election shall be made by the Borrower giving to the Bank a written or facsimile notice (a "Fixed Rate Borrowing Notice") containing the information described below, which Fixed Rate Borrowing Notice must be received by the Bank not later than 12:00 noon (New York time) three Business Days prior to the commencement date of the proposed borrowing. Each Fixed Rate Borrowing Notice must state that a LIBOR Loan is being requested, specify the amount of the proposed LIBOR Loan requested and specify the duration of the Interest Period selected for such Revolving Loan. Any Fixed Rate Borrowing Notice shall, upon receipt by the Bank, become irrevocable and binding on the Borrower. If the Borrower shall submit a Fixed Rate Borrowing Notice and shall then fail for any reason to borrow the LIBOR Loan described therein, the Borrower shall, upon submission by the Bank of a proposed Interest Period Bank Certificate with respect thereto, forthwith indemnify the Bank against any Relevant Lender determinesloss or expense incurred by the Bank as a result of any such failure by the Borrower, acting reasonably and in good faithincluding, (which determination shallwithout limitation, absent manifest error, be conclusive) that: (a) any loss or expense incurred by reason of circumstances affecting the London interbank marketliquidation or redeployment of deposits or other funds acquired by the Bank to fund or maintain the requested LIBOR Rate Revolving Loan. Each such LIBOR Rate Revolving Loan will mature and be due and payable in full on the last day of the Interest Period applicable thereto. The principal amount of any such LIBOR Rate Revolving Loan so repaid may be reborrowed as a new LIBOR Rate Revolving Loan to the extent and on the terms and conditions contained in this Agreement by delivery to the Bank of a new Fixed Rate Borrowing Notice conforming to the requirements set forth above in this Section 2.08 or, or to the extent and on the terms and conditions contained in this Agreement, may be reborrowed as a Floating Rate Revolving Loan (and any bank participants therein, adequate LIBOR Rate Revolving Loan not so repaid and fair means do not exist for ascertaining the rate of interest with respect so reborrowed as a new LIBOR Rate Revolving Loan will be deemed to have been so reborrowed as a Libor Loan during the proposed Interest Period;Floating Rate Revolving Loan). (b) deposits in US Dollars are not being offered In addition to the foregoing, the Borrower may elect that Relevant Lender all or any portion of the Term Loan (provided that such portion is in the London interbank market principal amount of $500,000 or an integral multiple of $100,000 in excess of $500,000) be converted to a LIBOR Loan. Such election shall be made by the ordinary course Borrower giving to the Bank a written or facsimile notice (a "Fixed Rate Conversion Notice") containing the information described below, which Fixed Rate Conversion Notice must be received by the Bank not later than 12:00 noon (New York Time) three (3) Business Days prior to the date of business;the proposed conversion. Each Fixed Rate Conversion Notice must state that a conversion to a LIBOR Loan is requested, specify the amount of the relevant LIBOR Loan and specify the duration of the Interest Period selected. At the end of any Interest Period applicable to all or any portion of the Term Loan, the Term Loan (or such portion) shall become a Floating Rate Loan, subject to the Borrower's right to again convert same to a LIBOR Loan pursuant to the provisions of this Subsection 2.08(b). (c) the making Any request for a LIBOR Rate Revolving Loan and any election to convert all or continuing any portion of the Rateable Share of that Relevant Lender in any Libor Term Loan during the proposed Interest Period has been to a LIBOR Loan may be made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market; (d) the Fixed Rate for the proposed Interest Period does not accurately reflect the effective cost to that Relevant Lender of funding its Rateable Share in any Libor Loan for the proposed Interest Period; or (e) the Relevant Agent is unable to determine the Fixed Rate for the proposed Interest Period on behalf of the Libor Loan, (Borrower only by a “ Libor Disruption Event”)duly authorized officer; provided, then that Relevant Lender (for the purposes of this Subsection 9.5.1however, the “Affected Lender”) may give notice of such determination to the Relevant Agent who will promptly notify the Relevant Borrower. Thereafter, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists Bank may conclusively rely upon any written or no longer applies, facsimile communication received from any individual whom the Relevant Borrower’s right Bank believes in good faith to require be such Affected Lender to make its Rateable Share of any such Libor Loan available in the manner requested shall be suspended and the Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which shall bear interest payable in the same manner as any US Base Rate Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (in the case of any applicable US Facility)a duly authorized officer.

LIBOR Loans. (a) The aggregate amount of all LIBOR Loans advanced pursuant to any Notice of Availment under any Credit shall not be less than U.S. $500,000. (b) The first LIBOR Period for any LIBOR Loan shall commence on (and include) the first Borrowing Date for such LIBOR Loan, and each LIBOR Period occurring after such first LIBOR Period for such LIBOR Loan shall commence on (and include) the last day of the immediately preceding LIBOR Period for such LIBOR Loan. Notwithstanding the foregoing: (i) if the Administrative Agent has not received a Notice of Availment with respect to any outstanding LIBOR Loan in accordance with Section 3.2, Section 3.4 or Section 3.5, such LIBOR Loan shall be automatically converted on the expiry of such existing LIBOR Period to a U.S. Base Rate Loan under the applicable Tranche or Credit relating to such LIBOR Loan; (ii) if any LIBOR Period would otherwise end on a day which is not a Business Day, such LIBOR Period shall end on the next succeeding Business Day; provided, however, that if such next succeeding Business Day falls in the next calendar month, such LIBOR Period shall end on the immediately preceding Business Day; and (iii) No LIBOR Period chosen under any Credit may extend beyond the Maturity Date for such Credit. (c) If at any time prior to the commencement of a proposed Interest Period any Relevant Lender determines, acting reasonably and in good faith, shall determine (which determination shall, absent manifest error, shall be conclusiveconclusive and binding) that: (a) that by reason of circumstances affecting the London interbank market, market or any bank participants therein, other relevant financial market or the position of such Lender in any such market: (i) adequate and fair reasonable means do not exist for ascertaining the rate of interest with respect LIBOR to a Libor Loan be applicable during the proposed Interest any LIBOR Period;; or (b) deposits in US Dollars are not being offered to that Relevant Lender in the London interbank market in the ordinary course of business; (cii) the making or continuing of the Rateable Share of that Relevant Lender in any Libor Loan during the proposed Interest Period has been made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market; (d) the Fixed Rate for the proposed Interest Period LIBOR does not accurately adequately reflect the effective cost to that Relevant such Lender of funding its Rateable Share in any Libor the funds to be used by it to make or continue the applicable LIBOR Loan for the proposed Interest any LIBOR Period; or (eiii) U.S. Dollars in the Relevant Agent is unable to determine the Fixed Rate for the proposed Interest Period amount of the Libor Loan, (a “ Libor Disruption Event”)applicable LIBOR Loan are not readily available to such Lender for any LIBOR Period in the London interbank market, then that Relevant such Lender (for the purposes of this Subsection 9.5.1, the “Affected Lender”) may shall give notice of such determination event (by telephone to be confirmed the same day in writing) or by facsimile to the Relevant Agent who will promptly notify the Relevant Borrower. Thereafter, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that Administrative Agent (which shall promptly give a copy of such notice to the Libor Disruption Event no longer exists or no longer appliesother Lenders). On the last day of the LIBOR Period then applicable to each such LIBOR Loan, the Relevant Borrower’s right interest on each LIBOR Loan then outstanding from such Lender as a LIBOR Loan shall cease to require be calculated under this Agreement on the basis of the LIBOR and shall commence to be calculated under this Agreement on the basis of the U.S. Base Rate. Any Notice of Availment which has been delivered to such Affected Lender requesting a LIBOR Loan on a Borrowing Date on or subsequent to make its Rateable Share of any such Libor Loan available in the manner requested notification date shall be suspended and the Affected Lender shall, subject deemed to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which shall bear interest payable be a request for a U.S. Base Rate Loan in the same manner amount. The Borrower shall not be entitled to obtain any LIBOR Loan from such Lender so long as any US such condition shall continue to exist, and any Loan that would otherwise have been made by such Lender as a LIBOR Loan shall instead be made by such Lender as a U.S. Base Rate Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (in the case of any applicable US Facility)same amount.

LIBOR Loans. If at any time If, on or prior to the commencement any Interest Determination Date in respect of a proposed Interest Period any Relevant Libor Loan, a Lender determines, determines acting reasonably and in good faith, faith (which determination shallis final, absent manifest error, be conclusiveconclusive and binding upon the Borrower) that: (ai) by reason of circumstances affecting the London interbank market, or any bank participants therein, adequate and fair means do not exist for ascertaining the rate of interest with respect to a on such Libor Loan during the proposed Interest PeriodLoan; (b) deposits in US Dollars are not being offered to that Relevant Lender in the London interbank market in the ordinary course of business; (cii) the making cost to such Lender of making, funding or continuing of the Rateable Share of that Relevant Lender in any maintaining such Libor Loan during the proposed Interest Period has been made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market; (d) the Fixed Rate for the proposed Interest Period does not accurately reflect the effective cost to that Relevant such Lender thereof and the costs to such Lender are increased or the income receivable by such Lender is reduced in respect of funding its Rateable Share in any such Libor Loan; (iii) the making or the continuation of such Libor Loan for or a portion of such Libor Loan by such Lender has become impracticable by reason of circumstances which materially and adversely affect the proposed Interest PeriodLondon interbank market; or (eiv) deposits in U.S. Dollars are not available to such Lender in the Relevant Agent is unable to determine London interbank market in sufficient amounts in the Fixed Rate ordinary course of business for the proposed applicable Libor Interest Period of to make, fund or maintain such Libor Loan during such Libor Interest Period; then, such Lender shall promptly notify the Libor Loan, (a “ Libor Disruption Event”)Agent, then that Relevant Lender (for and the purposes of this Subsection 9.5.1, Agent shall promptly notify the “Affected Lender”) may give notice Borrower in writing of such determination setting forth the basis of such determination and such Lender shall not thereafter be obligated to provide such Libor Loan. The Borrower shall thereupon forthwith notify the Agent as to the Relevant Agent who will promptly notify substitute basis of Borrowing available under this Agreement which it has selected for such Libor Loan. If the Relevant Borrower. ThereafterBorrower has not so notified the Agent, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer applies, the Relevant Borrower’s right to require such Affected Lender to make its Rateable Share of any such Libor Loan available in the manner requested shall automatically be suspended and the Affected Lender shall, subject made as or converted to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which shall bear interest payable in the same manner as any US a U.S. Base Rate Loan on the date falling two (in the case of any applicable Canadian Facility2) or US Prime Rate Loan (in the case of any applicable US Facility)Business Days subsequent to such Interest Determination Date.

LIBOR Loans. If at any time prior to the commencement of a proposed Interest Period any Relevant Lender determines, acting reasonably and in good faith, determines (which determination shall, absent manifest error, shall be conclusiveconclusive and bind the Borrower) that: (a) by reason of circumstances affecting the London interbank market, or any bank participants therein, adequate and fair means do not exist for ascertaining the rate of interest with respect to a Libor Loan during the proposed Interest Period; (b) deposits in US Dollars the currency of any Libor Loan are not being offered to that Relevant Lender in the London interbank market in the ordinary course of business; (c) the making or continuing of the Rateable Share of that Relevant Lender in any Libor Loan during the proposed Interest Period has been made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market; (d) the Fixed Rate LIBOR for the proposed Interest Period does not accurately reflect the effective cost to that Relevant Lender of funding its Rateable Share in any Libor Loan for the proposed Interest Period; or (e) the Relevant Agent is unable to determine the Fixed Rate LIBOR for the proposed Interest Period of the Libor Loan, , (a “ "Libor Disruption Event”"), then that Relevant Lender (for the purposes of this Subsection 9.5.1, the “"Affected Lender”") may give notice of such determination to the Relevant Agent who will promptly notify the Relevant Borrower. Thereafter, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer applies, the Relevant Borrower’s 's right to require such Affected Lender to make its Rateable Share of any such Libor Loan available in the manner requested shall be suspended and the Affected Lender shall, subject to Section 9.67.7, instead make its Rateable Share available by way of an advance in US Dollars which shall bear interest payable in the same manner as any US Base Rate Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (in the case of any applicable US Facility)Loan.

LIBOR Loans. If Notwithstanding anything to the contrary herein contained, if at any time prior subsequent to the commencement giving of a proposed Interest Period notice of Accommodation, Conversion or Rollover, as the case may be, to the Agent by the Borrower with regard to any Relevant Lender determines, acting reasonably and in good faith, (which determination shall, absent manifest error, be conclusive) thatrequested Libor Loan: (ai) the Agent (acting reasonably) determines that by reason of circumstances affecting the London interbank market, or any bank participants thereinInterbank Eurodollar Market, adequate and fair means do not exist for ascertaining the rate of interest with respect to a Libor Loan during the proposed Interest Period; (b) to, or deposits in US Dollars are not being offered to that Relevant Lender available in the London interbank market sufficient amounts in the ordinary course of businessbusiness to fund, a requested Libor Loan during the ensuing Libor Interest Period selected; (cii) the Agent (acting reasonably) determines that the making or continuing of the Rateable Share of that Relevant Lender in any requested Libor Loan during by the proposed Interest Period Lenders has been made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market;Interbank Eurodollar Market generally; or (diii) the Fixed Rate for Agent is advised by Lenders holding at least 25% of the proposed Interest Period Total Commitment by written notice (each, a "LIBOR Suspension Notice"), such notice received by the Agent no later than 12:00 noon on the third Business Day prior to the date of the requested Accommodation, Rollover or Conversion, as the case may be, that such Lenders (acting reasonably) have determined that the Libor to be determined in accordance with this Agreement will not or does not accurately reflect represent the effective cost to that Relevant Lender such Lenders of funding its Rateable Share U.S. Dollar deposits in such market for the relevant Libor Interest Period, then the Agent shall give notice thereof to the Lenders and the Borrower as soon as possible after such determination or receipt of such Libor Suspension Notice, as the case may be, and the Borrower shall, within one Business Day after receipt of such notice and in replacement of the notice of Accommodation, Rollover or Conversion, as the case may be, previously given by the Borrower, give the Agent a notice of Accommodation, Rollover or Conversion, as the case may be, which specifies any other Accommodation or the Conversion of the relevant Libor Loan for on the proposed Interest Period; or (e) last day of the Relevant Agent is unable to determine the Fixed Rate for the proposed applicable Libor Interest Period into any other Loan which would not be affected by the notice from the Agent pursuant to this Section 10.4(a). In the event the Borrower fails to give, if applicable, a valid replacement notice of Conversion or Rollover with respect to the maturing Libor Loans which were the subject of a notice of Conversion or Rollover, such maturing Libor Loans shall be converted on the last day of the applicable Libor Loan, (Interest Period into U.S. Base Rate Loans as if a “ Libor Disruption Event”)valid replacement Conversion Notice or Rollover Notice had been given to the Agent by the Borrower pursuant to the provisions hereof. In the event the Borrower fails to give, then that Relevant Lender (for the purposes of this Subsection 9.5.1if applicable, the “Affected Lender”) may give a valid replacement notice of such determination Accommodation with respect to the Relevant Agent who will promptly notify the Relevant Borrower. Thereafter, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer applies, the Relevant Borrower’s right to require such Affected Lender to make its Rateable Share of any such Libor Loan available in the manner a Drawdown originally requested shall be suspended and the Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which a Libor Loan, then the Borrower shall bear interest payable in the same manner as any US be deemed to have requested Accommodation by way of a U.S. Base Rate Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (amount specified in the case original notice of any applicable US Facility)Accommodation and, on the originally requested Drawdown Date, the Lenders (subject to the other provisions hereof) shall make available the requested amount by way of a U.S. Base Rate Loan.

LIBOR Loans. If at (a) Borrowers may elect to (i) use LIBOR as to any time Revolving Loans or Term Loans, (ii) convert any Chase Bank Rate Loan (other than a Letter of Credit Advance) to a new LIBOR Loan or (iii) continue any existing LIBOR Loan as a new LIBOR Loan on the last day of the Interest Period with respect to such existing LIBOR Loan, so long as (x) there exists no Default or Event of Default on the date on which such new LIBOR Loan is requested and on the first day of the Interest Period for such new LIBOR Loan, (y) such Borrower requests the new LIBOR Loan no later than three (3) Business Days preceding the first day of the Interest Period for such new LIBOR Loan (or three (3) Business Days prior to the commencement expiration of any Interest Period, in the case of a proposed continuation of an existing LIBOR Loan) and (z) the requested Interest Period for such LIBOR Loan is available in accordance with the provisions hereof. Any LIBOR election must be for at least $1,000,000 and if greater, in integral multiples of $100,000, and there shall be no more than four (4) LIBOR Loans outstanding at one time. Elections for LIBOR Loans shall be irrevocable once made. Absent a timely election by the applicable Borrower to use LIBOR for any Relevant Lender determinesloan, acting reasonably such loan shall be made to such Borrower as a Chase Bank Loan (and in good faith, (which determination shall, absent manifest error, be conclusive) that: (a) by reason any existing LIBOR Loan automatically shall become a Chase Bank Loan at the end of circumstances affecting the London interbank market, or any bank participants therein, adequate and fair means do not exist for ascertaining the rate of interest Interest Period with respect to a Libor Loan during the proposed Interest Period;thereto). (b) Upon demand by Lenders, the Borrowers shall pay to the Agent, for the benefit of the Lenders, such amount or amounts as shall compensate the Lenders for any loss, costs or expenses incurred by the Lenders (as reasonably determined by the Lenders) as a result of (i) any payment or prepayment on a date other than the last day of an Interest Period for such LIBOR Loan, (ii) any failure of any Borrower to borrow a LIBOR Loan on the date for such borrowing specified in the relevant notice to the Agent and (iii) any failure of any Borrower to pay to the Agent the principal of, or interest on, any LIBOR Loan when due, including, without limitation, any interest or fees payable by any Lender to Lenders of funds obtained by such Lender in order to make or maintain any LIBOR Loans under this Financing Agreement. The determination by the Lenders of the amount of any such loss or expense, when set forth in a written notice to the applicable Borrower containing the Lenders’ calculations thereof in reasonable detail, shall be conclusive and binding upon the Borrowers, in the absence of manifest error. Calculation of all amounts payable to the Lenders under this paragraph with regard to LIBOR Loans shall be made as though each Lender had actually funded the LIBOR Loans through the purchase of deposits in US Dollars are not being offered the relevant market and currency, as the case may be, bearing interest at the rate applicable to such LIBOR Loans in an amount equal to the amount of the LIBOR Loans and having a maturity comparable to the relevant interest period, provided that Relevant Lender the Lenders may fund each of the LIBOR Loans in any manner the London interbank market in Lenders see fit and the ordinary course foregoing assumption shall be used only for calculation of business;amounts payable under this Section 8.9(b). (c) Notwithstanding any other provision of this Financing Agreement to the making contrary, so long as no Event of Default has occurred and remains outstanding, the Agent agrees to apply all proceeds of Collateral, including the Accounts and all other amounts received by the Agent from or continuing on behalf of the Rateable Share Borrowers initially to Chase Bank Rate Loans and then to LIBOR Loans, provided that in the event Revolving Availability is less than zero or any other applicable limit set forth herein is not satisfied, the Agent may apply all proceeds of that Relevant Lender in any Libor Loan during the proposed Interest Period has been made impracticable Collateral received by the occurrence Agent to the payment of the Obligations in such manner and in such order as the Agent may elect in its reasonable business judgment. In the event that any change in national or international financialproceeds of Collateral are applied to loans that are LIBOR Loans, political or economic conditions or currency exchange rates or exchange control, or an event (including an act such application shall be treated as a prepayment of terrorism) which materially such loans and adversely affects the London interbank market;Lenders shall be entitled to indemnification hereunder. This indemnification shall survive the termination of this Financing Agreement and the repayment of the Obligations. (d) Notwithstanding any other provision of this Financing Agreement to the Fixed Rate contrary, if any law, regulation, treaty or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for the proposed Agent or any Lender to make or maintain LIBOR Loans as contemplated herein, the then outstanding LIBOR Loans so affected, if any, shall be converted automatically to loans accruing interest at the Chase Bank Rate at the end of the applicable Interest Period does not accurately reflect or such earlier date as may be required by such law, regulation, treaty or directive. The Borrowers hereby jointly and severally agree to pay to the effective cost to that Relevant Lender of funding its Rateable Share in any Libor Loan Agent, for the proposed Interest Period; orbenefit of the Lenders, on demand, any additional amounts necessary to compensate the Lenders for any costs incurred by the Lenders in making any conversion in accordance with this Section 8.9(d), including, without limitation, any interest or fees payable by any Lender to lenders of funds obtained by such Lender in order to make or maintain any LIBOR Loans under this Financing Agreement. (e) Notwithstanding any other provision of this Financing Agreement to the Relevant Agent is unable contrary, in the event that, by reason of any Regulatory Change (for purposes hereof “Regulatory Change” shall mean, with respect to determine any Lender, any change after the Fixed Rate for date of this Agreement in United States Federal, State or foreign law or regulations, or the proposed Interest Period adoption or making after such date of any interpretation, directive or request applying to a class of lenders including any Lender, whether or not having the Libor Loan, (a “ Libor Disruption Event”force of law and whether or not failure to comply therewith would be unlawful), then that Relevant any Lender (for becomes subject to any material restrictions on the purposes amount of this Subsection 9.5.1such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to Revolving/LC Borrower, the “Affected Lender”) may give notice obligation of such determination to the Relevant Agent who will promptly notify the Relevant Borrower. Thereafter, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer applies, the Relevant Borrower’s right to require such Affected Lender to make its Rateable Share of any such Libor Loan available in the manner requested or continue LIBOR Loans hereunder shall be suspended and the Affected Lender shall, subject until such Regulatory Change ceases to Section 9.6, instead make its Rateable Share available by way of an advance be in US Dollars which shall bear interest payable in the same manner as any US Base Rate Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (in the case of any applicable US Facility)effect.

LIBOR Loans. If Notwithstanding anything to the contrary herein contained, if at any time prior subsequent to the commencement giving of a proposed Interest Period Notice of Borrower, a Conversion Notice or a Rollover Notice to the Lender by the Borrower with regard to any Relevant requested Libor Loan: (i) the Lender determines, (acting reasonably and in good faith, (which determination shall, absent manifest error, be conclusive) that: (a) determines that by reason of circumstances affecting the London interbank market, or any bank participants thereinInterbank Eurodollar Market, adequate and fair means do not exist for ascertaining the rate of interest with respect to a Libor Loan during the proposed Interest Period; (b) to, or deposits in US Dollars are not being offered to that Relevant Lender available in the London interbank market sufficient amounts in the ordinary course of businessbusiness at the rate determined hereunder to fund, a requested Libor Loan during the ensuing Libor Interest Period selected; (cii) the Lender (acting reasonably and in good faith) determines that the making or continuing of the Rateable Share of that Relevant Lender in any requested Libor Loan during the proposed Interest Period has been made impracticable by the occurrence of any change in national or international financial, political or economic conditions or currency exchange rates or exchange control, or an event (including an act of terrorism) which materially and adversely affects the London interbank market;Interbank Eurodollar Market generally; or (diii) the Fixed Rate for the proposed Interest Period Lender has determined (acting reasonably and in good faith) that Libor will not or does not accurately reflect represent the effective cost to that Relevant the Lender of funding its Rateable Share U.S. Dollar deposits in the London Interbank Eurodollar Market for the relevant Libor Interest Period, then the Lender shall give notice thereof to the Borrower as soon as possible after such determination, and the Borrower shall, within one Business Day after receipt of such notice and in replacement of the Notice of Borrowing, Conversion Notice or Rollover Notice, as the case may be, previously given by the Borrower, give the Lender a Notice of Borrowing, Conversion Notice or Rollover Notice, as the case may be, which specifies the drawdown of any other Borrowing or the Conversion of the relevant Libor Loan for on the proposed Interest Period; or (e) last day of the Relevant Agent is unable to determine the Fixed Rate for the proposed applicable Libor Interest Period into any other Borrowing which would not be affected by the notice from the Lender pursuant to this Section 2.6(a). In the event the Borrower fails to give, if applicable, a valid replacement Conversion Notice or Rollover Notice with respect to the maturing Libor Loans which were the subject of a Conversion Notice or Rollover Notice, such maturing Libor Loans shall be converted on the last day of the applicable Libor Loan, (Interest Period into U.S. Base Rate Loans as if a “ Libor Disruption Event”), then that Relevant Lender (for the purposes of this Subsection 9.5.1, the “Affected Lender”) may give notice of such determination valid replacement Conversion Notice had been given to the Relevant Agent who will promptly notify Lender by the Relevant BorrowerBorrower pursuant to the provisions hereof. ThereafterIn the event the Borrower fails to give, and until the Relevant Agent notifies the Relevant Borrower and the Affected Lender that the Libor Disruption Event no longer exists or no longer appliesif applicable, the Relevant Borrower’s right a valid replacement Notice of Borrowing with respect to require such Affected Lender to make its Rateable Share of any such Libor Loan available in the manner a Borrowing originally requested shall be suspended and the Affected Lender shall, subject to Section 9.6, instead make its Rateable Share available by way of an advance in US Dollars which a Libor Loan, then the Borrower shall bear interest payable in the same manner as any US be deemed to have requested a Borrowing by way of a U.S. Base Rate Loan (in the case of any applicable Canadian Facility) or US Prime Rate Loan (amount specified in the case original Notice of any applicable US Facility)Borrowing and, on the originally requested Borrowing Date, the Lender (subject to the other provisions hereof) shall make available the requested amount by way of a U.S. Base Rate Loan.