Common use of LIBOR Provisions Clause in Contracts

LIBOR Provisions. (a) Subject to the provisions of Section 3.1(c) hereof, Borrowing Agent may request that the Term Loan be made as LIBOR Rate Loans, that outstanding portions of the Term Loan be converted to LIBOR Rate Loans and that all or any portion of a LIBOR Rate Loan be continued as a LIBOR Rate Loan upon expiration of the applicable Interest Period. Any such request will be made by submitting a Notice of Borrowing to Agent. Upon the expiration of an Interest Period, in the absence of a new Notice of Borrowing submitted to Agent not less than by 11:00 a.m. (Chicago time) three (3) Business Days prior to the end of such Interest Period, the LIBOR Rate Loan then maturing shall be automatically converted to a LIBOR Rate Loan with a one month Interest Period. There may be no more than six (6) LIBOR Rate Loans outstanding at any one time. Loans which are not requested as LIBOR Rate Loans in accordance with this Section 3.2(a) shall be Prime Rate Loans. Agent will promptly notify Lenders, by written notice, of each Notice of Borrowing received by Agent prior to the first day of the Interest Period of the LIBOR Rate Loan requested thereby. (b) In the event, prior to commencement of any Interest Period relating to a LIBOR Rate Loan, Agent shall determine in good faith or be notified in good faith and in writing by Required Lenders that adequate and reasonable methods do not exist for ascertaining LIBOR, Agent shall promptly provide notice of such determination to Borrowing Agent and Lenders (which shall be conclusive and binding on Borrowers and Lenders). In such event (1) any request for a LIBOR Rate Loan or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Prime Rate Loan, (2) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Prime Rate Loan and (3) the obligations of Lenders to make LIBOR Rate Loans shall be suspended until Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Agent shall so notify Borrowing Agent and Lenders. (c) Notwithstanding any other provisions hereof, if any law, rule, regulation, treaty or directive or interpretation or application thereof shall make it unlawful for any Lender to make, fund or maintain LIBOR Rate Loans, such Lender shall promptly give notice of such circumstances to Agent, Borrowing Agent and the other Lenders. In such an event, (1) the commitment of such Lender to make LIBOR Rate Loans or convert Prime Rate Loans to LIBOR Rate Loans shall be immediately suspended and (2) such Lender’s outstanding LIBOR Rate Loans shall be converted automatically to Prime Rate Loans on the last day of the Interest Period thereof or at such earlier time as may be required by law. (d) Upon (i) any failure of any Borrower in making any borrowing of, conversion into or continuation of any LIBOR Rate Loan following Borrowing Agent’s delivery to Agent of any applicable Notice of Borrowing (in each case other than any such failure that arises as a result of a Lender failing to fund such LIBOR Rate Loan or as a result of a notice delivered pursuant to Section 3.8 hereof) or (ii) any payment of a LIBOR Rate Loan on any day that is not the last day of the Interest Period applicable thereto (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise), Borrowers shall pay Agent, for the benefit of all Lenders that funded or were prepared and required to fund any such LIBOR Rate Loan, an amount equal to the amount of any losses, expenses and liabilities (including, without limitation, any loss (including interest paid) in connection with the re-employment of such funds but excluding any loss of interest rate margin that would have been earned on the repaid amounts) that any Lender may sustain as a result of such default or such payment. For purposes of calculating amounts payable to a Lender under this paragraph, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan through the purchase of a deposit bearing interest at LIBOR in an amount equal to the amount of that LIBOR Rate Loan and having a maturity and repricing characteristics comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its LIBOR Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection.

LIBOR Provisions. (a) 3.2.1 Subject to the provisions of Section 3.1(c) 3.1.3 hereof, Borrowing Agent Borrower may request that the Term Loan be made as LIBOR Rate Loans, that outstanding portions of the Term Loan be converted to LIBOR Rate Loans and that all or any portion of a LIBOR Rate Loan be continued as a LIBOR Rate Loan upon expiration of the applicable Interest Period. Any such request will be made by submitting a Notice of Borrowing to Agent. Upon the expiration of an Interest Period, in the absence of a new Notice of Borrowing submitted to Agent not less than by 11:00 a.m. (Chicago time) three (3) Business Days prior to the end of such Interest Period, the LIBOR Rate Loan then maturing shall be automatically converted to a LIBOR Rate Loan with a one month Interest Period. There may be no more than six (6) LIBOR Rate Loans outstanding at any one time. The Loans which are not requested as LIBOR Rate Loans in accordance with this Section 3.2(a) 3.2.1 shall be Prime Rate Loans. Agent will promptly notify Lenders, by written notice, of each Notice of Borrowing received by Agent prior to the first day of the Interest Period of the LIBOR Rate Loan requested thereby. (b) 3.2.2 In the event, prior to commencement of any Interest Period relating to a LIBOR Rate Loan, Agent shall determine in good faith or be notified in good faith and in writing by Required Lenders that adequate and reasonable methods do not exist for ascertaining LIBOR, Agent shall promptly provide notice of such determination to Borrowing Agent Borrower and Lenders (which shall be conclusive and binding on Borrowers Borrower and Lenders). In such event (1a) any request for a LIBOR Rate Loan or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Prime Rate Loan, (2b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Prime Rate Loan Loan, and (3c) the obligations of Lenders to make LIBOR Rate Loans shall be suspended until Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Agent shall so notify Borrowing Agent Borrower and Lenders. (c) 3.2.3 Notwithstanding any other provisions hereof, if any law, rule, regulation, treaty or directive or interpretation or application thereof shall make it unlawful for any Lender to make, fund or maintain LIBOR Rate Loans, such Lender shall promptly give notice of such circumstances to Agent, Borrowing Agent Borrower and the other Lenders. In such an event, (1a) the commitment of such Lender to make LIBOR Rate Loans or convert Prime Rate Loans to LIBOR Rate Loans shall be immediately suspended and (2b) such Lender’s outstanding LIBOR Rate Loans shall be converted automatically to Prime Rate Loans on the last day of the Interest Period thereof or at such earlier time as may be required by law. (d) 3.2.4 Upon (i) any failure of any Borrower in making any borrowing of, conversion into or continuation of any LIBOR Rate Loan following Borrowing AgentBorrower’s delivery to Agent of any applicable Notice of Borrowing (in each case other than any such failure that arises as a result of a Lender failing to fund such LIBOR Rate Loan or as a result of a notice delivered pursuant to Section 3.8 3.7 hereof) or (ii) any payment of a LIBOR Rate Loan on any day that is not the last day of the Interest Period applicable thereto (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise), Borrowers Borrower shall pay Agent, for the benefit of all Lenders that funded or were prepared and required to fund any such LIBOR Rate Loan, an amount equal to the amount of any losses, expenses and liabilities (including, without limitation, any loss (including interest paid) in connection with the re-employment of such funds but excluding any loss of interest rate margin that would have been earned on the repaid amounts) that any Lender may sustain as a result of such default or such payment. For purposes of calculating amounts payable to a Lender under this paragraph, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan through the purchase of a deposit bearing interest at LIBOR in an amount equal to the amount of that LIBOR Rate Loan and having a maturity and repricing characteristics comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its LIBOR Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection.

LIBOR Provisions. A. In the event that, by reason of any Regulation, (ai) Subject Lenders incur Additional Costs based on or measured by the amount of (1) a category of deposits or other liabilities of Lenders which includes deposits by reference to which the LIBOR Based Rate is determined as provided in this Loan Agreement and/or (2) a category of extensions of credit or other assets of Lenders which includes loans, the interest on which is determined on the basis of rates referred to in the definition of “LIBOR Rate”, (ii) Lenders become subject to restrictions on the amount of such a category of liabilities or assets which it may hold, or (iii) it shall be unlawful or impractical for Lenders to make or maintain the Loans (or any portion thereof) at the LIBOR Based Rate, then at Administrative Agent’s option and election, Lenders’ obligation to make or maintain the Loans (or portions thereof) at the LIBOR Based Rate (and Borrower’s right to request the same) shall be suspended and Administrative Agent shall give notice thereof to Borrower and, upon the giving of such notice, interest payable hereunder at the LIBOR Based Rate shall be converted to the Base Rate, unless Lenders may lawfully continue to maintain the Loan (or any portion thereof) then bearing interest at the LIBOR Based Rate to the end of the current Interest Period(s), at which time the interest rate shall convert to the Base Rate. If subsequently Administrative Agent reasonably determines that such Regulation has ceased to be in effect, or has ceased to result in the circumstances described in clauses (i), (ii) and (iii) of this paragraph, then Administrative Agent will so advise Borrower and Borrower may convert the rate of interest payable hereunder with respect to those portions of the Principal Amount bearing interest at the Base Rate to a LIBOR Based Rate by submitting a LIBOR Request in respect thereof and otherwise complying with the provisions of Section 3.1(c) hereof, Borrowing this Agreement with respect thereto. B. Determinations by Administrative Agent may request that of the Term Loan be made as LIBOR Rate existence or effect of any Regulation on the costs of Lenders making or maintaining the Loans, that outstanding or portions thereof, at the LIBOR Based Rate, or on amounts receivable by Lenders in respect thereof, and of the Term Loan additional amounts required to compensate Lenders in respect of Additional Costs, shall be converted conclusive, absent manifest error, provided that such determinations are made on a reasonable basis by Administrative Agent. C. Anything herein to LIBOR Rate Loans and that all the contrary notwithstanding, if, at the time of or any portion of a LIBOR Rate Loan be continued as a LIBOR Rate Loan upon expiration prior to the determination of the LIBOR Based Rate in respect of any LIBOR Request as herein provided, Administrative Agent determines (which determination shall be conclusive, absent manifest error, provided that such determination is made on a reasonable basis) that (i) by reason of circumstances affecting the interbank LIBOR market generally, adequate and fair means do not or will not exist for determining the LIBOR Based Rate applicable Interest Period. Any such request will be made by submitting a Notice of Borrowing to Agent. Upon the expiration of an Interest Period, or (ii) the LIBOR Based Rate, as determined by Administrative Agent, will not accurately reflect the cost to Lenders of making or maintaining the Loans (or any portion thereof) at the LIBOR Based Rate, then Administrative Agent shall give Borrower prompt notice thereof, and the LIBOR Amount in question shall bear interest, or continue to bear interest, as the absence case may be, at the Base Rate. If at any time subsequent to the giving of such notice, Administrative Agent determines that because of a new Notice of Borrowing submitted to Agent not less than by 11:00 a.m. (Chicago time) three (3) Business Days prior to the end of such Interest Period, change in circumstances the LIBOR Based Rate Loan then maturing shall be automatically converted is again available to Borrower hereunder, Administrative Agent will so advise Borrower and Borrower may convert the rate of interest payable hereunder from the Base Rate to a LIBOR Based Rate by submitting a LIBOR Request to Administrative Agent and otherwise complying with the provisions of this Agreement with respect thereto. D. Borrower shall pay to Administrative Agent, immediately upon request and notwithstanding contrary provisions contained in the Loan with Documents, such amounts as shall, in the conclusive judgment of Administrative Agent reasonably exercised, compensate Lenders for any loss, cost or expense incurred by it as a one month Interest Period. There may be no more than six result of (6i) LIBOR Rate Loans outstanding at the conversion, for any one time. Loans which are not requested as LIBOR Rate Loans in accordance with this Section 3.2(a) shall be Prime Rate Loans. Agent will promptly notify Lenders, by written noticereason whatsoever, of each Notice the rate of Borrowing received by Agent prior interest payable hereunder from the LIBOR Based Rate to the first day Base Rate with respect to any portion of the Interest Period of Principal Amount then bearing interest at the LIBOR Based Rate Loan requested thereby. (b) In the event, prior to commencement of any Interest Period relating to on a LIBOR Rate Loan, Agent shall determine in good faith or be notified in good faith and in writing by Required Lenders that adequate and reasonable methods do not exist for ascertaining LIBOR, Agent shall promptly provide notice of such determination to Borrowing Agent and Lenders (which shall be conclusive and binding on Borrowers and Lenders). In such event (1) any request for a LIBOR Rate Loan or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Prime Rate Loan, (2) each LIBOR Rate Loan will automatically, on date other than the last day of the then current an applicable Interest Period relating theretoPeriod, become a Prime Rate Loan and (3) the obligations of Lenders to make LIBOR Rate Loans shall be suspended until Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Agent shall so notify Borrowing Agent and Lenders. (c) Notwithstanding any other provisions hereof, if any law, rule, regulation, treaty or directive or interpretation or application thereof shall make it unlawful for any Lender to make, fund or maintain LIBOR Rate Loans, such Lender shall promptly give notice of such circumstances to Agent, Borrowing Agent and the other Lenders. In such an event, (1) the commitment of such Lender to make LIBOR Rate Loans or convert Prime Rate Loans to LIBOR Rate Loans shall be immediately suspended and (2) such Lender’s outstanding LIBOR Rate Loans shall be converted automatically to Prime Rate Loans on the last day of the Interest Period thereof or at such earlier time as may be required by law. (d) Upon (i) any failure of any Borrower in making any borrowing of, conversion into or continuation of any LIBOR Rate Loan following Borrowing Agent’s delivery to Agent of any applicable Notice of Borrowing (in each case other than any such failure that arises as a result of a Lender failing to fund such LIBOR Rate Loan or as a result of a notice delivered pursuant to Section 3.8 hereof) or (ii) any payment the failure of Borrower to borrow, or qualify to borrow, in accordance with a LIBOR Rate Loan on any day that is not the last day of the Interest Period applicable thereto (regardless of the source of such prepayment and whether voluntary, Request submitted by acceleration or otherwise), Borrowers shall pay it to Administrative Agent, for the benefit of all Lenders that funded or were prepared and required to fund any such LIBOR Rate Loan, an amount equal to the amount of any losses, expenses and liabilities (includingwhich amounts shall include, without limitation, any loss (including interest paid) in connection with the re-employment of such funds but excluding any loss of interest rate margin that would have been earned on the repaid amounts) that any Lender may sustain as a result of such default or such payment. For purposes of calculating amounts payable to a Lender under this paragraph, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan through the purchase of a deposit bearing interest at LIBOR in an amount equal to the amount of that LIBOR Rate Loan and having a maturity and repricing characteristics comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its LIBOR Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsectionlost profits.

LIBOR Provisions. (a) Subject to the provisions of Section 3.1(c) hereof, Borrowing Agent may request that the Term Loan be made as LIBOR Rate Loans, that outstanding portions of the Term Loan be converted to LIBOR Rate Loans and that all or any portion of a LIBOR Rate Loan be continued as a LIBOR Rate Loan upon expiration of the applicable Interest Period. Any such request will be made by submitting a Notice of Borrowing to Agent. Upon the expiration of an Interest Period, in the absence of a new Notice of Borrowing submitted to Agent not less than by 11:00 a.m. 12:00 noon (Chicago New York time) three (3) Business Days prior to the end of such Interest Period, the LIBOR Rate Loan then maturing shall be automatically converted to a LIBOR Rate Loan with a one month Interest Period. There may be no more than six (6) LIBOR Rate Loans outstanding at any one time. Loans which are not requested as LIBOR Rate Loans in accordance with this Section 3.2(a) shall be Prime Rate Loans. Agent will promptly notify Lenders, by written notice, of each Notice of Borrowing received by Agent prior to the first day of the Interest Period of the LIBOR Rate Loan requested thereby. (b) In the event, prior to commencement of any Interest Period relating to a LIBOR Rate Loan, Agent shall determine in good faith or be notified in good faith and in writing by Required Lenders that adequate and reasonable methods do not exist for ascertaining LIBOR, Agent or Required Lenders shall promptly provide notice of such determination to Borrowing Agent and Lenders (which shall be conclusive and binding on Borrowers and Lenders). In such event (1) any request for a LIBOR Rate Loan or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Prime Rate Loan, (2) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Prime Rate Loan and (3) the obligations of Lenders to make LIBOR Rate Loans shall be suspended until Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Agent or Required Lenders shall so notify Borrowing Agent and Lenders. (c) Notwithstanding any other provisions hereof, if any law, rule, regulation, treaty or directive or interpretation or application thereof shall make it unlawful for any Lender to make, fund or maintain LIBOR Rate Loans, such Lender shall promptly give notice of such circumstances to Agent, Borrowing Agent and the other Lenders. In such an event, (1) the commitment of such Lender to make LIBOR Rate Loans or convert Prime Rate Loans to LIBOR Rate Loans shall be immediately suspended and (2) such Lender’s outstanding LIBOR Rate Loans shall be converted automatically to Prime Rate Loans on the last day of the Interest Period thereof or at such earlier time as may be required by law. (d) Upon (i) any failure of any Borrower in making any borrowing of, conversion into or continuation of any LIBOR Rate Loan following Borrowing Agent’s delivery to Agent of any applicable Notice of Borrowing (in each case other than any such failure that arises as a result of a Lender failing to fund such LIBOR Rate Loan or as a result of a notice delivered pursuant to Section 3.8 hereof) or (ii) any payment of a LIBOR Rate Loan on any day that is not the last day of the Interest Period applicable thereto (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise), Borrowers shall pay Agent, for the benefit of all Lenders that funded or were prepared and required to fund any such LIBOR Rate Loan, an amount equal to the amount of any losses, expenses and liabilities (including, without limitation, any loss (including interest paid) in connection with the re-employment of such funds but excluding any loss of interest rate margin that would have been earned on the repaid amounts) that any Lender may sustain as a result of such default or such payment. For purposes of calculating amounts payable to a Lender under this paragraph, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan through the purchase of a deposit bearing interest at LIBOR in an amount equal to the amount of that LIBOR Rate Loan and having a maturity and repricing characteristics comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its LIBOR Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection.

LIBOR Provisions. (a) Subject to the provisions of Section 3.1(c) hereof, Borrowing Agent may request that the Term Loan be made as LIBOR Rate Loans, that outstanding portions of the Term Loan be converted to LIBOR Rate Loans and that all or any portion of a LIBOR Rate Loan be continued as a LIBOR Rate Loan upon expiration of the applicable Interest Period. Any such request will be made by submitting a Notice of Borrowing to Agent. Upon the expiration of an Interest Period, in the absence of a new Notice of Borrowing submitted to Agent not less than by 11:00 a.m. (Chicago time) three (3) Business Days prior to the end of such Interest Period, the LIBOR Rate Loan then maturing shall be automatically converted to a LIBOR Rate Loan with a one month Interest Period. There may be no more than DB1/ 123142411.13 six (6) LIBOR Rate Loans outstanding at any one time. Loans which are not requested as LIBOR Rate Loans in accordance with this Section 3.2(a) shall be Prime Rate Loans. Agent will promptly notify Lenders, by written notice, of each Notice of Borrowing received by Agent prior to the first day of the Interest Period of the LIBOR Rate Loan requested thereby. (b) In the event, prior to commencement of any Interest Period relating to a LIBOR Rate Loan, Agent shall determine in good faith or be notified in good faith and in writing by Required Lenders that adequate and reasonable methods do not exist for ascertaining LIBOR, Agent or Required Lenders shall promptly provide notice of such determination to Borrowing Agent and Lenders (which shall be conclusive and binding on Borrowers and Lenders). In such event (1) any request for a LIBOR Rate Loan or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Prime Rate Loan, (2) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Prime Rate Loan and (3) the obligations of Lenders to make LIBOR Rate Loans shall be suspended until Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Agent or Required Lenders shall so notify Borrowing Agent and Lenders. (c) Notwithstanding any other provisions hereof, if any law, rule, regulation, treaty or directive or interpretation or application thereof shall make it unlawful for any Lender to make, fund or maintain LIBOR Rate Loans, such Lender shall promptly give notice of such circumstances to Agent, Borrowing Agent and the other Lenders. In such an event, (1) the commitment of such Lender to make LIBOR Rate Loans or convert Prime Rate Loans to LIBOR Rate Loans shall be immediately suspended and (2) such Lender’s outstanding LIBOR Rate Loans shall be converted automatically to Prime Rate Loans on the last day of the Interest Period thereof or at such earlier time as may be required by law. (d) Upon (i) any failure of any Borrower in making any borrowing of, conversion into or continuation of any LIBOR Rate Loan following Borrowing Agent’s delivery to Agent of any applicable Notice of Borrowing (in each case other than any such failure that arises as a result of a Lender failing to fund such LIBOR Rate Loan or as a result of a notice delivered pursuant to Section 3.8 hereof) or (ii) any payment of a LIBOR Rate Loan on any day that is not the last day of the Interest Period applicable thereto (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise), Borrowers shall pay Agent, for the benefit of all Lenders that funded or were prepared and required to fund any such LIBOR Rate Loan, an amount equal to the amount of any losses, expenses and liabilities (including, without limitation, any loss (including interest paid) in connection with the re-employment of such funds but excluding any loss of interest rate margin that would have been earned on the repaid amounts) that any Lender may sustain as a result of such default or such payment. For purposes of calculating amounts payable to a Lender under this paragraph, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan through the purchase of a deposit bearing interest at LIBOR in an amount equal to the amount of that LIBOR Rate Loan and having a maturity and repricing characteristics comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its LIBOR Rate Loans in any manner it DB1/ 123142411.13 sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection.

LIBOR Provisions. (a) Subject If (i) any requirement of law or any change therein, or in the interpretation or application thereof, shall hereafter make it unlawful for Lender in good faith to make or maintain the Loan bearing interest at LIBOR (plus the applicable spread), or (ii) Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank Eurodollar market, U.S. dollar deposits, in an amount approximately equal to the provisions of Section 3.1(c) hereof, Borrowing Agent may request that the Term Loan be made as LIBOR Rate Loans, that outstanding portions principal balance of the Term Loan be converted to Loan, are not generally available at such time in the interbank Eurodollar market or that adequate and reasonable means do not exist for ascertaining LIBOR Rate Loans and that all or for any portion of a LIBOR Rate Loan be continued as a LIBOR Rate Loan upon expiration of the applicable Interest Period. Any such request will be made by submitting a Notice of Borrowing to Agent. Upon the expiration of an particular Interest Period, then (x) the obligation of Lender hereunder to make the Loan bearing interest at LIBOR (plus the applicable spread) shall be canceled forthwith and (y) the Contract Rate shall (notwithstanding anything provided in the absence of a new Notice of Borrowing submitted to Agent not less than by 11:00 a.m. (Chicago time) three (3) Business Days prior Section 2.2 to the end contrary) automatically convert to the Adjusted Rate commencing on the first day of the next succeeding Interest Period or within such Interest Periodearlier period as required by law. Borrower hereby agrees promptly to pay Lender, the LIBOR Rate Loan then maturing shall be automatically converted upon demand, any additional amounts necessary to a LIBOR Rate Loan with a one month Interest Period. There may be no more than six (6) LIBOR Rate Loans outstanding at compensate Lender for any one time. Loans which are not requested as LIBOR Rate Loans reasonable third party costs incurred by Lender in making any conversion in accordance with this Section 3.2(a) Agreement, including any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the Loan. Upon written demand from Borrower, Lender shall demonstrate in reasonable detail the circumstances giving rise to Lender’s determination and the calculation substantiating the Adjusted Rate and any additional costs incurred by Lender in making the conversion, which, upon written notice thereof from Lender, as certified to Borrower, shall be Prime conclusive absent manifest error. In the event Lender shall determine in its good faith (which determination shall be conclusive and binding upon Borrower) that the aforesaid circumstances no longer exist, the Contract Rate Loans. Agent will promptly notify Lenders, by written notice, of each Notice of Borrowing received by Agent prior shall be converted back to LIBOR plus the applicable spread (determined as provided in Section 2.2(a)) commencing on the first day of the Interest Period of the LIBOR Rate Loan requested therebywhich occurs at least three (3) days after such determination by Lender. (b) In the event, prior to commencement event that any change in any requirement of any Interest Period law or in the interpretation or application thereof other than charges relating to a LIBOR Rate Loanincome, Agent shall determine excise, franchise or other taxes applicable to Lender, or compliance in good faith by Lender with any request or directive (whether or not having the force of law) hereafter issued by any central bank or other Governmental Authority: (i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds, by any office of Lender which is not otherwise included in the determination of LIBOR hereunder; (ii) shall hereafter have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be notified material; or (iii) shall hereafter impose on Lender any other condition and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder, then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable as determined by Lender (collectively, “Increased Costs”). Any determination under this Section 2.8(b) shall be made in good faith and not on an arbitrary or capricious basis. If Lender becomes entitled to claim any Increased Costs pursuant to this Section, Lender shall provide Borrower with not less than thirty (30) days’ written notice specifying in writing reasonable detail the event or circumstance by Required Lenders that adequate reason of which it has become so entitled and reasonable methods do not exist the additional amount required to fully-compensate Lender for ascertaining LIBOR, Agent shall promptly provide notice of such determination Increased Costs. A certificate as to Borrowing Agent and Lenders (which any Increased Costs submitted by Lender to Borrower shall be conclusive and binding on Borrowers and Lenders)in the absence of manifest error. Such certificate shall set forth Lender’s method of calculating the amount of such Increased Costs. In such the event (1) any request for a LIBOR Rate Loan or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed Lender makes a request for a Prime Rate compensation of Increased Costs in an amount that is greater than ten percent (10%) of the principal balance of the Loan, (2) each LIBOR Rate Loan will automaticallyBorrower shall, on the last day upon payment of the then current Interest Period relating theretosame, become a Prime Rate have the right to prepay the Loan in full without penalty or premium. This provision shall survive the repayment of the Loan and (3) the satisfaction of all other obligations of Lenders to make LIBOR Rate Loans shall be suspended until Agent or Required Lenders determine that Borrower under the circumstances giving rise to such suspension no longer exist, in which event Agent shall so notify Borrowing Agent and LendersLoan Documents. (c) Notwithstanding Borrower shall indemnify Lender and hold Lender harmless from, and be responsible for paying, any Conversion Costs, which obligation shall survive payment of the Loan in full and the satisfaction of all other provisions hereofobligations of Borrower under the Loan Documents. As used herein “Conversion Costs” means any reasonable interest, if cost, loss or expense which Lender sustains, incurs or must pay as a consequence of (i) any lawdefault by Borrower in payment of the principal of or interest on the Loan while bearing interest at LIBOR (plus the applicable spread), ruleincluding any such interest, regulationfee and expense arising from interest or fees payable by Lender to any lender providing Lender with its LIBOR funds, treaty (ii) any prepayment (whether voluntary or directive mandatory) of the Loan on a day other than on last day of an Interest Period, or interpretation or application thereof shall make it unlawful without sufficient prior written notice as required under this Agreement (without duplication of the Breakage Fee), and (iii) the conversion (for any Lender reason whatsoever and whether voluntary or involuntary) of LIBOR (plus the applicable spread) to make, fund or maintain LIBOR the Adjusted Rate Loans, such Lender shall promptly give notice of such circumstances to Agent, Borrowing Agent and the on a day other Lenders. In such an event, (1) the commitment of such Lender to make LIBOR Rate Loans or convert Prime Rate Loans to LIBOR Rate Loans shall be immediately suspended and (2) such Lender’s outstanding LIBOR Rate Loans shall be converted automatically to Prime Rate Loans than on the last day of the Interest Period thereof or at such earlier time as may be required by law. (d) Upon (i) with respect to any failure of any Borrower in making any borrowing of, conversion into or continuation of any LIBOR Rate Loan following Borrowing Agent’s delivery to Agent of any applicable Notice of Borrowing (in each case other than any such failure that arises as a result of a Lender failing to fund such LIBOR Rate Loan or as a result of a notice delivered pursuant to Section 3.8 hereof) or (ii) any payment of a LIBOR Rate Loan on any day that is not the last day portion of the Interest Period applicable thereto (regardless outstanding principal amount of the source of such prepayment and whether voluntary, by acceleration or otherwise), Borrowers shall pay Agent, for the benefit of all Lenders that funded or were prepared and required to fund any such LIBOR Rate Loan, an amount equal to the amount of any losses, expenses and liabilities (including, without limitation, any loss (including interest paid) in connection with the re-employment of such funds but excluding any loss of interest rate margin that would have been earned on the repaid amounts) that any Lender may sustain as a result of such default or such payment. For purposes of calculating amounts payable to a Lender under this paragraph, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan through the purchase of a deposit then bearing interest at LIBOR in an (plus the applicable spread), including any arising from interest or fees payable or which would be payable by Lender to any lender providing Lender with its LIBOR funds. Conversion Costs shall include any applicable Prepayment Fee or Closed Period Prepayment Fee, calculated by multiplying (A) the Prepayment Fee or Closed Period Prepayment Fee, as applicable required to be paid under Section 2.5 determined as if the entire principal amount equal to of the Loan were being prepaid, by (B) a fraction the numerator of which shall be the amount of that LIBOR Rate Loan and having a maturity and repricing characteristics comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its LIBOR Rate Loans in any manner it sees fit, then being prepaid and the foregoing assumption denominator of which shall be utilized only for the calculation then outstanding principal balance of amounts payable under this subsectionthe Loan prior to such prepayment.

LIBOR Provisions. (a) Subject to the provisions of Section 3.1(c) 3.1.3 hereof, Borrowing Agent Borrowers may request that the Term Loan be made as LIBOR Rate Loans, that outstanding portions of the Term Loan be converted to LIBOR Rate Loans and that all or any portion of a LIBOR Rate Loan be continued as a LIBOR Rate Loan upon expiration of the applicable Interest Period. Any such request will be made by submitting a Notice of Borrowing or Notice of Conversion/Continuation to Agent. Upon the expiration of an Interest Period, in the absence of a new Notice of Borrowing Conversion/Continuation submitted to Agent not less than by 11:00 a.m. (Chicago time) three (3) Business Days prior to the end of such Interest Period, the LIBOR Rate Loan then maturing shall be automatically converted to a Prime Rate Loan. If any Notice of Borrowing or Notice of Conversion/Continuation fails to elect between a Prime Rate Loan and a LIBOR Rate Loan, then the applicable Loan shall be made as a LIBOR Rate Loan with a one-month Interest Period. If any Notice of Borrowing or Notice of Conversion/Continuation fails to include an interest period, the applicable LIBOR Rate Loan shall be automatically converted to a LIBOR Rate Loan with a one month Interest Period. There may be no more than six (6) LIBOR Rate Loans outstanding at any one time. Loans which are not requested as LIBOR Rate Loans in accordance with this Section 3.2(a) shall be Prime Rate Loans. Agent will promptly notify Lenders, by written notice, of each Notice of Borrowing received by Agent prior to the first day and Notice of the Interest Period of the LIBOR Rate Loan requested therebyConversion/Continuation. (b) In the event, prior to commencement of any Interest Period relating to a LIBOR Rate Loan, Agent shall determine in good faith or be notified in good faith and in writing by Required Lenders that adequate and reasonable methods do not exist for ascertaining LIBOR, Agent shall promptly provide written notice of such determination to Borrowing Borrower Agent and Lenders (which shall be conclusive and binding on Borrowers and LendersLenders absent manifest error). In such event (1a) any request for a LIBOR Rate Loan or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Prime Rate Loan, (2b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Prime Rate Loan Loan, and (3c) the obligations of Lenders to make LIBOR Rate Loans shall be suspended until Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Agent shall so notify Borrowing Borrower Agent and Lenders. (c) Notwithstanding any other provisions hereof, if any law, rule, regulation, treaty or directive or interpretation or application thereof shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful for any Lender to make, fund or maintain LIBOR Rate Loans, such Lender shall promptly give written notice of such circumstances to Agent, Borrowing Borrower Agent and the other Lenders. In such an event, (1a) the commitment of such Lender to make LIBOR Rate Loans or convert Prime Rate Loans to LIBOR Rate Loans shall be immediately suspended and (2b) such Lender’s 's outstanding LIBOR Rate Loans shall be converted automatically to Prime Rate Loans on the last day of the Interest Period thereof or at such earlier time as may be required by applicable law. (d) Upon (i) any failure of any Borrower Borrowers in making any borrowing of, conversion into or continuation of any LIBOR Rate Loan following Borrowing Borrower Agent’s 's delivery to Agent of any applicable Notice of Borrowing or Notice of Conversion/Continuation (in each case other than any such failure that arises as a result of a Lender failing to fund such LIBOR Rate Loan or as a result of a notice delivered pursuant to Section 3.8 3.6 hereof) or (ii) any payment of a LIBOR Rate Loan on any day that is not the last day of the Interest Period applicable thereto (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise), Borrowers shall pay Agent, for the benefit of all Lenders that funded or were prepared and required to fund any such LIBOR Rate Loan, an amount equal to the amount of any losses, expenses and liabilities (including, without limitation, any loss (including interest paid) in connection with the re-employment of such funds but excluding any loss of interest rate margin that would have been earned on the repaid amounts) that any Lender may sustain as a result of such default or such payment. For purposes of calculating amounts payable to a Lender under this paragraph, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan through the purchase of a deposit bearing interest at LIBOR in an amount equal to the amount of that LIBOR Rate Loan and having a maturity and repricing characteristics comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its LIBOR Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. A certificate (in reasonable detail) as to the amount of such payment or liability delivered to Borrowers by a Lender (with a copy to Agent), or by Agent on its own behalf, shall be conclusive absent manifest error. (e) Notwithstanding the foregoing, if Agent determines (which determination shall be conclusive absent demonstrable error) that (a) the London Interbank Offered Rate is no longer available and such unavailability is unlikely to be temporary or (b) the supervisor for the administrator of the London Interbank Offered Rate or a Governmental Authority having jurisdiction over Agent has made a public statement identifying a specific date after which the London Interbank Offered Rate shall no longer be used for determining interest rates for loans, then (i) Agent and the Company shall negotiate in good faith to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable, (ii) notwithstanding anything to the contrary in Section 15.1, such amendment to this Agreement shall become effective without any further action or consent of any other party to this Agreement so long as Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment, and (iii) until an alternate rate of interest shall be determined in accordance with this 3.1.5

LIBOR Provisions. This Section 2.8 shall be applicable only during the Extension Term. (a) Subject If (i) any requirement of law arising after the Closing Date or any change therein, or in the interpretation or application thereof, shall hereafter make it unlawful for Lender in good faith to make or maintain loans bearing interest at LIBOR, or (ii) Lender shall have reasonably determined that by reason of circumstances affecting the London interbank market, U.S. dollar deposits, in an amount approximately equal to the provisions of Section 3.1(c) hereof, Borrowing Agent may request that the Term Loan be made as LIBOR Rate Loans, that outstanding portions principal balance of the Term Loan be converted to Loan, are not generally available at such time in the London interbank market or that adequate and reasonable means do not exist for ascertaining LIBOR Rate Loans and that all or for any portion of a LIBOR Rate Loan be continued as a LIBOR Rate Loan upon expiration of the applicable Interest Period. Any such request will be made by submitting a Notice of Borrowing to Agent. Upon the expiration of an particular Interest Period, then during such period of time (x) the obligation of Lender hereunder to make the Loan bearing interest at LIBOR (plus the applicable spread) shall not apply and (y) the Extension Contract Rate shall (notwithstanding anything provided in the absence of a new Notice of Borrowing submitted to Agent not less than by 11:00 a.m. (Chicago time) three (3) Business Days prior Section 2.2 to the end contrary) automatically convert to the Adjusted Rate commencing on the first day of the next succeeding Interest Period or within such Interest Periodearlier period as required by law. Borrower hereby agrees promptly to pay Lender, within five (5) days after demand, any additional amounts necessary to compensate Lender for any reasonable third party costs incurred by Lender in making any conversion to the LIBOR Adjusted Rate Loan then maturing shall be automatically converted to a LIBOR Rate Loan with a one month Interest Period. There may be no more than six (6) LIBOR Rate Loans outstanding at any one time. Loans which are not requested as LIBOR Rate Loans in accordance with this Section 3.2(a) Agreement. Upon written demand from Borrower, Lender shall demonstrate in reasonable detail the circumstances giving rise to Lender's determination that the provisions hereof apply and the calculation substantiating the Adjusted Rate and any such additional costs incurred by Lender in making the conversion, which, upon written notice thereof from Lender, as certified to Borrower, shall be Prime Rate Loansconclusive provided Lender has made such determination reasonably and in good faith. Agent will In the event the aforesaid circumstances no longer exist as reasonably determined by Lender, Lender shall promptly notify Lenders, by written notice, of each Notice of Borrowing received by Agent prior Borrower and the Extension Contract Rate shall be converted back to LIBOR plus the Margin commencing on the first day of the Interest Period of the LIBOR Rate Loan requested therebywhich occurs at least three (3) days after such determination by Lender. (b) In the eventevent that any change after the Closing Date in any requirement of law applicable to maintaining loans or extensions of credit bearing interest at LIBOR, prior to commencement of any Interest Period or in the interpretation or application thereof, other than charges relating to a LIBOR Rate Loanincome, Agent shall determine excise, franchise or other taxes applicable to Lender, or compliance in good faith by Lender with any request or directive relating thereto (whether or not having the force of law) hereafter issued by any central bank or other Governmental Authority: (i) shall hereafter impose on, modify or hold applicable to Lender any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds, by any office of Lender which is not otherwise included in the determination of LIBOR hereunder; (ii) shall hereafter have the effect of reducing the rate of return on Lender's capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender's policies with respect to capital adequacy) by any amount deemed by Lender to be notified material; or (iii) shall hereafter impose on Lender any other condition and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit bearing interest at LIBOR or to reduce any amount receivable hereunder, then, in good faith and in writing by Required Lenders that adequate and reasonable methods do not exist for ascertaining LIBORany such case, Agent Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable as reasonably determined by Lender (collectively, "Increased Costs"). If Lender becomes entitled to claim any Increased Costs pursuant to this Section, Lender shall provide Borrower with not less than thirty (30) days' written notice specifying in reasonable detail the event or circumstance by reason of which it has become so entitled and the additional amount required to fully-compensate Lender for such determination Increased Costs. A certificate as to Borrowing Agent and Lenders (which any Increased Costs submitted by Lender to Borrower shall be conclusive provided Lender has made such determination reasonably and binding on Borrowers in good faith. This provision shall survive the repayment of the Loan and Lenders)the satisfaction of all other obligations of Borrower under the Loan Documents. In such event (1) any request for a LIBOR Rate Loan or for a conversion Notwithstanding anything to or continuation of a LIBOR Rate Loan the contrary contained herein, it shall be automatically withdrawn and shall be deemed a request for a Prime Rate Loan, (2condition to the Borrower's obligation to pay compensation under Subsection 2.8(b) each LIBOR Rate Loan will automatically, that such compensation requirements are also being imposed on the last day substantially all other similar classes or categories of the then current Interest Period relating thereto, become a Prime Rate Loan and (3) the obligations commercial loans or commitments of Lenders to make LIBOR Rate Loans shall be suspended until Agent or Required Lenders determine Lender that are similarly affected by the circumstances giving rise to such suspension no longer exist, in which event Agent shall so notify Borrowing Agent and LendersIncreased Costs. (c) Notwithstanding Borrower shall indemnify Lender and hold Lender harmless from, and be responsible for paying, any Conversion Costs. This provision shall survive payment of the Loan in full and the satisfaction of all other provisions hereof, if obligations of Borrower under the Loan Documents. As used herein "Conversion Costs" means any law, rule, regulation, treaty or directive or interpretation or application thereof shall make it unlawful costs incurred by Lender as a consequence of the conversion (for any Lender to make, fund or maintain LIBOR Rate Loans, such Lender shall promptly give notice of such circumstances to Agent, Borrowing Agent and the other Lenders. In such an event, (1reason permitted by Section 2.8(a) the commitment of such Lender to make LIBOR Rate Loans or convert Prime Rate Loans to LIBOR Rate Loans shall be immediately suspended and (2above) such Lender’s outstanding LIBOR Rate Loans shall be converted automatically to Prime Rate Loans on the last day of the Interest Period thereof or at such earlier time as may be required by law. (d) Upon (i) any failure of any Borrower in making any borrowing of, conversion into or continuation of any LIBOR Rate Loan following Borrowing Agent’s delivery to Agent of any applicable Notice of Borrowing (in each case other than any such failure that arises as from a result of a Lender failing to fund such LIBOR Rate Loan or as a result of a notice delivered pursuant to Section 3.8 hereof) or (ii) any payment of a LIBOR Rate Loan on any day that is not the last day of the Interest Period applicable thereto (regardless of the source of such prepayment and whether voluntary, by acceleration or otherwise), Borrowers shall pay Agent, for the benefit of all Lenders that funded or were prepared and required to fund any such LIBOR Rate Loan, an amount equal to the amount of any losses, expenses and liabilities (including, without limitation, any loss (including interest paid) in connection with the re-employment of such funds but excluding any loss of interest rate margin that would have been earned on the repaid amounts) that any Lender may sustain as a result of such default or such payment. For purposes of calculating amounts payable to a Lender under this paragraph, each Lender shall be deemed to have actually funded its relevant LIBOR Rate Loan through the purchase of a deposit loan bearing interest at LIBOR in an amount equal (plus the applicable spread) to a loan bearing interest at the amount of that LIBOR Rate Loan and having a maturity and repricing characteristics comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its LIBOR Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsectionAdjusted Rate.