Common use of LIBOR Rate Clause in Contracts

LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the rate of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on information presented on Page LIBOR01 of the Reuters Service as of 11:00 a.m. London time on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If the rate described above does not appear on the Dow Xxxxx Market Service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second LIBOR Business Day prior to the first day of such Interest Period. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. LIBOR Rate Loan. A Loan bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the rate of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on information presented on Reuters Screen LIBOR01 Page LIBOR01 (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of the Reuters Service such Interest Period) with a term equivalent to such Interest Period, as of 11:00 a.m. London time on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period, Period divided by (ii) a number equal to 1.00 minus the Mandatory Eurocurrency Reserve Rate. If the rate described above does not appear on the Dow Xxxxx Market Service Telerate screen on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second LIBOR Business Day prior to the first day of such Interest Period. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. In the event that the Board of Governors of the Federal Reserve System shall impose a reserve requirement with respect to LIBOR deposits of the Lenders, then for any period during which such reserve requirement shall apply, the LIBOR Rate Loanshall be equal to the amount determined above divided by an amount equal to one (1.00) minus the Eurocurrency Reserve Rate. A Loan LIBOR Rate Loan(s). Those Loans bearing interest calculated by reference to the LIBOR Rate. Lien. See §9.2.

LIBOR Rate. For As applicable to any Interest Period with respect to a LIBOR Rate Loan, the rate per annum as determined on the basis of interest equal the offered rates for deposits in Dollars, for a period of time comparable to (i) the rate determined by the Administrative Agent at which Dollar deposits Interest Period for such Interest Period are offered based LIBOR Rate Loan which appears on information presented on Page LIBOR01 of the Reuters Service Screen LIBOR01 Page as of 11:00 a.m. London time on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of the Interest Period for such Interest PeriodLIBOR Rate Loan; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Market Service such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such the Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. New York City (eastern time), on the second day that is two (2) LIBOR Business Day prior to Days preceding the first day of such the Interest PeriodPeriod for the LIBOR Rate Loan. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to for a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate Loan. A Loan bearing interest calculated by reference shall be equal to the LIBOR Rateamount determined above divided by an amount equal to one (1) minus the Reserve Percentage.

LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the rate per annum as determined on the basis of interest the offered rates for deposits in Dollars, for a period of time comparable to such LIBOR Rate Loan which is equal to the British Bankers Association LIBOR Rate (i) the rate determined “BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on information presented on Page LIBOR01 of from time to time) (collectively, the “Reuters Service System”) as of 11:00 a.m. London time on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of the Interest Period applicable to such Interest PeriodLIBOR Rate Loan; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Market Service Reuters System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, upward if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second date that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two (2) such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two (2) quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New York City Boston time, on the second day that is two (2) LIBOR Business Day prior to Days preceding the first day of such Interest PeriodLIBOR Rate Loan. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR Rate Loan. A Loan bearing interest calculated by reference deposits of any Lender, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the LIBOR Rateamount determined above divided by an amount equal to 1 minus the Reserve Percentage.

LIBOR Rate. For As applicable to any Interest Period with respect to a LIBOR Rate Loan, the rate per annum as determined on the basis of interest equal the offered rates for deposits in Dollars, for a period of time comparable to (i) the rate determined by the Administrative Agent at which Dollar deposits Interest Period for such Interest Period are offered based LIBOR Rate Loan which appears on information presented on Page LIBOR01 of the Reuters Service Screen LIBOR01 Page as of 11:00 a.m. London time on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of the Interest Period for such Interest PeriodLIBOR Rate Loan; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Market Service such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such the Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. New York City (eastern time), on the second day that is two (2) LIBOR Business Day prior to Days preceding the first day of such the Interest PeriodPeriod for the LIBOR Rate Loan. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to for a LIBOR Rate Loan cannot be determineddetermined and §4.6 shall apply. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate Loan. A Loan bearing interest calculated by reference shall be equal to the LIBOR Rateamount determined above divided by an amount equal to one (1) minus the Reserve Percentage.

LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the rate of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on information presented on Page Reuters Screen LIBOR01 of the Reuters Service page as of 11:00 a.m. London time on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Mandatory Eurocurrency Reserve Rate. If the rate described above does not appear on the Dow Xxxxx Market Service Reuters Screen LIBOR01 page on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second LIBOR Business Day prior to the first day of such Interest Period. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. LIBOR Rate LoanLoans. A Loan Revolving Credit Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. For As applicable to any Interest Period with respect to a LIBOR Rate Loan, the rate per annum as determined on the basis of interest equal the offered rates for deposits in Dollars, for a period of time comparable to (i) the rate determined by the Administrative Agent at which Dollar deposits Interest Period for such Interest Period are offered based LIBOR Rate Loan which appears on information presented on Page LIBOR01 of the Reuters Service Screen LIBOR01 Page as of 11:00 a.m. London time on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of the Interest Period for such Interest PeriodLIBOR Rate Loan; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Market Service such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such the Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. New York City (eastern time), on the second day that is two (2) LIBOR Business Day prior to Days preceding the first day of such the Interest PeriodPeriod for the LIBOR Rate Loan. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to for a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate Loanshall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage. A Loan LIBOR Rate Loans. Those Loans bearing interest calculated by reference to the LIBOR Rate. LIBOR Rate Spread. The per annum rate of four percent (4%). Liens. See §8.2.

LIBOR Rate. For As applicable to any Interest Period with respect to a LIBOR Rate Loan, the rate per annum as determined on the basis of interest equal the offered rates for deposits in Dollars, for a period of time comparable to (i) the rate determined by the Administrative Agent at which Dollar deposits Interest Period for such Interest Period are offered based LIBOR Rate Loan which appears on information presented on Page LIBOR01 of the Reuters Service Screen LIBOR01 Page as of 11:00 a.m. London time on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of the Interest Period for such Interest PeriodLIBOR Rate Loan; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Market Service such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such the Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. New York City (eastern time), on the second day that is two (2) LIBOR Business Day prior to Days preceding the first day of such the Interest PeriodPeriod for the LIBOR Rate Loan. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to for a LIBOR Rate Loan cannot be determineddetermined and §4.6 shall apply. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage. In the event the LIBOR Rate shall be less than zero, the LIBOR Rate shall be deemed zero for the purposes of this Agreement. LIBOR Rate LoanLoans. A Loan Those Revolving Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the rate of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on information presented on Reuters Screen LIBOR01 Page LIBOR01 of the Reuters Service as of 11:00 a.m. London time on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Mandatory Eurocurrency Reserve Rate. If the rate described above does not appear on the Dow Xxxxx Market Service Reuters Screen LIBOR01 Page on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second LIBOR Business Day prior to the first day of such Interest Period. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. LIBOR Rate Loan. A Loan bearing interest calculated As used herein, “Reuters Screen LIBOR01 Page” means the display page currently so designated on the Reuters Monitor Money Rates Service (or such other page as may replace such page on such service for the purpose of displaying the rates at which dollar deposits are offered by reference leading banks in the London interbank deposit market), as reported by Bloomberg Financial Markets Commodities News (or by another source selected by the Agent and notified by the Agent to the LIBOR RateManager).

LIBOR Rate. For As applicable to any Interest Period with respect to a for any LIBOR Rate Loan, the rate per annum (rounded upwards, if necessary, to the nearest 1/32nd of interest equal one percent) as determined on the basis of the offered rates for deposits in Dollars, for the period of time comparable to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based which appears on information presented on Page LIBOR01 of the Reuters Service Telerate page 3750 as of 11:00 a.m. London time on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such Interest Period; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Market Service Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upwardupwards as described above, if necessary, ) for deposits in Dollars for a period substantially equal to the nearest one hundred-thousandth Interest Period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of a percentage pointdisplaying such rates), as of 11:00 a.m. (London Time), on the day that is two (2) LIBOR Business Days prior to the beginning of such Interest Period. If both the Telerate and Reuters systems are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan Interest Period which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar U.S. dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requestedprovided, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. (New York City time), on the second day that is two (2) LIBOR Business Day prior to Days preceding the first day of such Interest Period. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determineddetermined and the provisions of Section 4.6 shall apply. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate Loan. A Loan bearing interest calculated by reference shall be equal to the LIBOR Rateamount determined above divided by an amount equal to 1 minus the Reserve Percentage.

LIBOR Rate. For As applicable to any Interest Period with respect to a for any LIBOR Rate Loan, the rate per annum (rounded upwards, if necessary, to the nearest 1/32nd of interest equal one percent) as determined on the basis of the offered rates for deposits in Dollars, for the period of time comparable to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based which appears on information presented on Page LIBOR01 of the Reuters Service Telerate page 3750 as of 11:00 a.m. London time on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such Interest Period; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Market Service Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upwardupwards as described above, if necessary, ) for deposits in Dollars for a period substantially equal to the nearest one hundred-thousandth Interest Period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of a percentage pointdisplaying such rates), as of 11:00 a.m. (London Time), on the day that is two (2) LIBOR Business Days prior to the beginning of such Interest Period. If both the Telerate and Reuters systems are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan Interest Period which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar U.S. dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requestedprovided, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. (New York City time), on the second day that is two (2) LIBOR Business Day prior to Days preceding the first day of such Interest Period. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determineddetermined and the provisions of Section 4.6 shall apply. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. LIBOR Rate LoanLoans. A Loan Loans bearing interest calculated by reference to the a LIBOR Rate.

LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the rate of interest equal to (ia) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on information presented on Telerate Page LIBOR01 of the Reuters Service 3750 as of 11:00 a.m. London time on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period, divided by (iib) a number equal to 1.00 minus the Mandatory Eurocurrency Reserve Rate. If the rate described above does not appear on the Dow Xxxxx Market Service Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second LIBOR Business Day prior to the first day of such Interest Period. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. LIBOR Rate LoanLoans. A Loan Revolving Credit Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the rate of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on information presented on Reuters Screen LIBOR01 Page LIBOR01 of the Reuters Service as of 11:00 a.m. London time on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If the rate described above does not appear on the Dow Xxxxx Market Service Reuters Screen LIBOR01 Page on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second LIBOR Business Day prior to the first day of such Interest Period. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. LIBOR Rate Loan. A Loan bearing interest calculated As used herein, “Reuters Screen LIBOR01 Page” means the display page currently so designated on the Reuters Monitor Money Rates Service (or such other page as may replace such page on such service for the purpose of displaying the rates at which dollar deposits are offered by reference leading banks in the London interbank deposit market), as reported by Bloomberg Financial Markets Commodities News (or by another source selected by the Administrative Agent and notified by the Administrative Agent to the LIBOR RateManager).

LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the rate of interest equal to (i) the rate determined by the Administrative Agent Bank at which Dollar deposits for such Interest Period are offered based on information presented on Telerate Page LIBOR01 of the Reuters Service 3750 as of 11:00 a.m. London time on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Mandatory Eurocurrency Reserve Rate. If , if applicable; provided, however, if the rate described above does not appear on the Dow Xxxxx Market Service Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upwardupwards as described above, if necessary, for deposits in dollars for a period substantially equal to the nearest one hundred-thousandth interest period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of a percentage pointdisplaying such rates), as of 11:00 a.m. (London Time), on the second LIBOR Business Day prior to the first day of such Interest Period. If both the Telerate and Reuters system are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan which are offered by up to four major banks in the London interbank market markets at approximately 11:00 a.m. London time, on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period of such LIBOR Rate Loan as selected by the Administrative AgentBank. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars U.S. dollars to leading European banks for a period of time comparable to such Interest Period LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second day that is two (2) LIBOR Business Day prior to Days preceding the first day of such Interest PeriodLIBOR Rate Loan. In the event that the Administrative Agent Bank is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. LIBOR Rate LoanLoans. A Loan Any Revolving Credit Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the rate per annum as determined on the basis of interest the offered rates for deposits in Dollars, for a period of time comparable to such LIBOR Rate Loan which is equal to the British Bankers Association LIBOR Rate (i) the rate determined "BBA LIBOR"), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on information presented on Page LIBOR01 of from time to time) (collectively, the "Reuters Service System") as of 11:00 a.m. London time on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of the Interest Period applicable to such Interest PeriodLIBOR Rate Loan; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Market Service Reuters System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, upward if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second date that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two (2) such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two (2) quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second day that is two (2) LIBOR Business Day prior to Days preceding the first day of such Interest PeriodLIBOR Rate Loan. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR Rate Loan. A Loan bearing interest calculated by reference deposits of any Lender, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the LIBOR Rateamount determined above divided by an amount equal to 1 minus the Reserve Percentage.

LIBOR Rate. For As applicable to any Interest Period with respect to a LIBOR Rate Loan, the rate per annum as determined on the basis of interest equal the offered rates for deposits in Dollars, for a period of time comparable to (i) the rate determined by the Administrative Agent at which Dollar deposits Interest Period for such Interest Period are offered based LIBOR Rate Loan which appears on information presented on Page LIBOR01 of the Reuters Service Screen LIBOR01 Page as of 11:00 a.m. London time on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of the Interest Period for such Interest PeriodLIBOR Rate Loan; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Market Service such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such the Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. New York City (eastern time), on the second day that is two (2) LIBOR Business Day prior to Days preceding the first day of such the Interest PeriodPeriod for the LIBOR Rate Loan. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to for a LIBOR Rate Loan cannot be determineddetermined and §4.6 shall apply. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage. LIBOR Rate LoanLoans. A Loan Those Revolving Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. For As applicable to any Interest Period with respect to a LIBOR Rate Loan, the rate per annum as determined on the basis of interest equal the offered rates for deposits in Dollars, for a period of time comparable to (i) the rate determined by the Administrative Agent at which Dollar deposits Interest Period for such Interest Period are offered based LIBOR Rate Loan which appears on information presented on Page LIBOR01 of the Reuters Service Screen LIBOR01 Page as of 11:00 a.m. London time on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of the Interest Period for such Interest PeriodLIBOR Rate Loan; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Market Service such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such the Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. New York City (eastern time), on the second day that is two (2) LIBOR Business Day prior to Days preceding the first day of such the Interest PeriodPeriod for the LIBOR Rate Loan. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to for a LIBOR Rate Loan cannot be determineddetermined and §4.6 shall apply. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage. LIBOR Rate LoanLoans. A Loan Those Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. For As applicable to any Interest Period with respect to a LIBOR Rate Loan, the rate per annum as determined on the basis of interest equal the offered rates for deposits in Dollars, for a period of time comparable to (i) the rate determined by the Administrative Agent at which Dollar deposits Interest Period for such Interest Period are offered based LIBOR Rate Loan which appears on information presented on Page LIBOR01 of the Reuters Service Screen LIBOR01 Page as of 11:00 a.m. London time on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of the Interest Period for such Interest PeriodLIBOR Rate Loan; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Market Service such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such the Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. New York City (eastern time), on the second day that is two (2) LIBOR Business Day prior to Days preceding the first day of such the Interest PeriodPeriod for the LIBOR Rate Loan. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to for a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate Loanshall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage. A Loan LIBOR Rate Loans. Those Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. For any Interest Period The term "LIBOR Rate" means, with respect to a any LIBOR ---------- Rate LoanAdvance, the interest rate of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on information presented on Page LIBOR01 of the Reuters Service as of 11:00 a.m. London time on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If the rate described above does not appear on the Dow Xxxxx Market Service on any applicable interest determination date, the LIBOR Rate shall be the rate per annum (rounded upward, if necessary, to the nearest 1/32 of one hundred-thousandth of a percentage pointpercent), as determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period selected or deemed selected by Borrower for such LIBOR Rate Loan Advance which appear on the Telerate page 3750 as of 11:00 a.m. London time on the day that is two (2) London Banking Days preceding the first day of such LIBOR Rate Advance. If such rate does not appear on the Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward as described above, if necessary) for deposits in Dollars for a period substantially equal to the Interest Period on the Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that service for the purpose of displaying such rates), as of 11:00 a.m. (London time), on the day that is two (2) London Banking Days prior to the beginning of such Interest Period. If both the Telerate and Reuters system are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Advance which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second day that is two (2nd2) LIBOR Business Day prior to London Banking Days preceding the first day of such Interest Period as selected by the Administrative AgentLIBOR Rate Advance. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such the Interest Period for such LIBOR Rate Advance offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second LIBOR Business Day prior to day that is two London Banking Days preceding the first day of such Interest PeriodLIBOR Rate Advance. In the event that the Administrative Agent Bank is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to a for such LIBOR Rate Loan Advance cannot be determined. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR Rate Loan. A Loan bearing interest calculated by reference deposits of the Lender, then for any period during which such Reserve Percentage shall apply, LIBOR Rate shall be equal to the LIBOR Rateamount determined above divided by an amount equal to 1 minus the Reserve Percentage.

LIBOR Rate. For Each LIBOR Rate Loan shall bear interest at the LIBOR Rate. The "LIBOR Rate" applicable to any LIBOR Rate Loan for any day during any Interest Period applicable thereto means a rate per annum equal to the sum of the Applicable Margin for such day plus the applicable Adjusted LIBOR Rate. The "Adjusted LIBOR Rate" applicable to any Interest Period means a rate per annum equal to the quotient obtained (rounded upwards, if necessary, to the next higher 1/100 of 1%) by dividing (i) the applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar Reserve Percentage. The "London Interbank Offered Rate" applicable to any Interest Period with respect to a LIBOR Rate Loan or a Money Market LIBOR Loan, as the case may be, means the rate of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on information presented on Page LIBOR01 of the Reuters Service as of 11:00 a.m. London time on the second (2nd) LIBOR Business Day prior to the first day of such Interest Periodper annum, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If the rate described above does not appear on the Dow Xxxxx Market Service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upwardupwards, if necessary, to the nearest one hundred-thousandth 1/100 of a percentage point), determined 1%) appearing on Telerate Page 3750 (or any successor page) as the basis of the London interbank offered rates rate for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. (London time, on the second (2nd) LIBOR two Business Day Days prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time term comparable to such Interest Period Period. If for any reason such rate is not available, the term "London Interbank Offered Rate" shall mean, for any LIBOR Rate Loan or an Money Market LIBOR Rate Loan, as the case may be, the rate per annum, (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered by major banks rate for deposits in New York City Dollars at approximately 11:00 a.m. New York City (London time, on the second LIBOR ) two Business Day Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates (at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period). In 1. "Euro-Dollar Reserve Percentage" means for any day the event that maximum rate (expressed as a decimal) at which reserves (including, without limitation, any marginal, special, supplemental, or emergency reserves) are required to be maintained under regulations issued from time to time by the Administrative Agent Board of Governors of the Federal Reserve System (or any successor) by member banks of the Federal Reserve System against in the case of LIBOR Loans, "Eurocurrency liabilities" (as such term is unable used in Regulation D promulgated by the Board of Governors from time to obtain time). Without limiting the effect of the foregoing, the Euro- Dollar Reserve Percentage shall reflect any other reserves required to be maintained by such quotation as provided above, it will be considered that the LIBOR Rate pursuant member banks with respect to a LIBOR Rate Loan cannot be determined. LIBOR Rate Loan. A Loan bearing interest calculated (i) any category of liabilities which includes deposits by reference to which the Adjusted LIBOR RateRate is to be determined or (ii) any category or extensions of credit or other assets which include LIBOR Loans. The Adjusted LIBOR Rate shall be adjusted automatically on and as of the effective date of any change in the Euro-Dollar Reserve Percentage. As of the date hereof, the Euro-Dollar Reserve Percentage is equal to zero.

LIBOR Rate. For As applicable to any Interest Period with respect to a LIBOR Rate Loan, the rate per annum as determined on the basis of interest equal the offered rates for deposits in Dollars, for a period of time comparable to (i) the rate determined by the Administrative Agent at which Dollar deposits Interest Period for such LIBOR Rate Loan which appears on the Dow Xxxxx Market Services (f/k/a Telerate News Services), page 3750, titled as “British Banker Association Interest Period are offered based on information presented on Page LIBOR01 of the Reuters Service Settlement Rates,” as of 11:00 a.m. London time on the second (2nd) day that is two LIBOR Business Day prior to Days preceding the first day of the Interest Period for such Interest PeriodLIBOR Rate Loan; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Market Service such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundredone-thousandth hundredth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second day that is two (2nd2) LIBOR Business Day prior to Days before the first day of such the Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second day that is two LIBOR Business Day prior to Days before the first day of such the Interest PeriodPeriod for the LIBOR Rate Loan. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to for a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Prime Rate as adjusted by the Applicable Margin. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of the Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate Loanshall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. A Loan LIBOR Rate Loans. Loans bearing interest calculated by reference to the a LIBOR Rate.

LIBOR Rate. For As applicable to any Interest Period with respect to a LIBOR Rate Loan, the rate per annum as determined on the basis of interest equal the offered rates for deposits in Dollars, for a period of time comparable to (i) the rate determined by the Administrative Agent at which Dollar deposits Interest Period for such LIBOR Rate Loan which appears on the Dow Xxxxx Market Services (f/k/a Telerate News Services), page 3750, titled as “British Banker Association Interest Period are offered based on information presented on Page LIBOR01 of the Reuters Service Settlement Rates,” as of 11:00 a.m. London time on the second (2nd) day that is two LIBOR Business Day prior to Days preceding the first day of the Interest Period for such Interest PeriodLIBOR Rate Loan; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Market Service such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundredone-thousandth hundredth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second day that is two (2nd2) LIBOR Business Day prior to Days before the first day of such the Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second day that is two LIBOR Business Day prior to Days before the first day of such the Interest PeriodPeriod for the LIBOR Rate Loan. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to for a LIBOR Rate Loan cannot be determined. In such event, the Loan shall bear interest at the Prime Rate as adjusted by the Applicable Margin. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of the Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate Loanshall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. A Loan LIBOR Rate Loans. Loans bearing interest calculated by reference to the a LIBOR Rate. Loan or Loans. An individual term loan or the aggregate term loans, as the case may be, to be made by the Lenders on the Effective Date hereunder as provided in §2.2.

LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the rate of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on information presented on Page LIBOR01 3750 of the Reuters Dow Xxxxx Market Service (formerly known as the Telerate Service) as of 11:00 a.m. London time on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Mandatory Eurocurrency Reserve Rate. If the rate described above does not appear on the Dow Xxxxx Market Service (formerly known as the Telerate Service) on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second LIBOR Business Day prior to the first day of such Interest Period. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. LIBOR Rate LoanLoans. A Loan Loans bearing interest calculated by reference to the LIBOR Rate. Lien. Any mortgage, deed of trust, security interest, pledge, hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien (statutory, judgment or otherwise), or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any Capitalized Lease, any Synthetic Lease, any financing lease involving substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC or comparable law of any jurisdiction).

LIBOR Rate. For any Interest Period with respect to a LIBOR Libor Rate Loan, means, the rate of interest equal to (i) per annum as determined on the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on information presented on Page LIBOR01 basis of the Reuters offered rates for deposits in Dollars, for a period of time comparable to such Libor Rate Loan which appears on the Dow Jxxxx Market Service (formerly known as the Telerate Service) page 3750 as of 11:00 a.m. London time on the second (2nd) LIBOR day that is two Business Day prior to Days preceding the first day of such Interest PeriodLibor Rate Loan; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Jxxxx Market Service on any applicable interest determination date, the LIBOR Libor Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Libor Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such Interest Period Libor Rate Loan, as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period Libor Rate Loan offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second LIBOR day that is two Business Day prior to Days preceding the first day of such Interest PeriodLibor Rate Loan. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Libor Rate pursuant to a LIBOR Rate Loan cannot be determined. LIBOR In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to Libor Rate Loandeposits of any Lender, then for any period during which such Reserve Percentage shall apply, the Libor Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. A Loan Libor Rate Loan(s). Loans bearing interest calculated by reference to the LIBOR Libor Rate.

LIBOR Rate. For As applicable to any Interest Period with respect to a LIBOR Rate Loan, the rate per annum as determined on the basis of interest equal the offered rates for deposits in Dollars, for a period of time comparable to (i) the rate determined by the Administrative Agent at which Dollar deposits Interest Period for such Interest Period are offered based LIBOR Rate Loan which appears on information presented on Page LIBOR01 of the Reuters Service Screen LIBOR01 Page as of 11:00 a.m. London time on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of the Interest Period for such Interest PeriodLIBOR Rate Loan; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Market Service such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such the Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. New York City (eastern time), on the second day that is two (2) LIBOR Business Day prior to Days preceding the first day of such the Interest PeriodPeriod for the LIBOR Rate Loan. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to for a LIBOR Rate Loan cannot be determineddetermined and §4.6 shall apply. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate Loan. A Loan bearing interest calculated by reference shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage. In the event the LIBOR RateRate shall be less than zero, the LIBOR Rate shall be deemed zero for the purposes of this Agreement.

LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the rate of interest equal to (ia) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on information presented on Page LIBOR01 3750 of the Reuters Dow Xxxxx Market Service (formerly known as the Telerate Service) as of 11:00 a.m. London time on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period, divided by (iib) a number equal to 1.00 minus the Mandatory Eurocurrency Reserve Rate, if applicable. If the rate described above does not appear on the Dow Xxxxx Market Service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period as selected by the Administrative AgentAgent in good faith. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second LIBOR Business Day prior to the first day of such Interest Period. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. LIBOR Rate LoanLoans. A Loan Revolving Credit Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. For As applicable to any Interest Period with respect to a for any LIBOR Rate Loan, the rate per annum (rounded upwards, if necessary, to the nearest 1/32nd of interest equal one percent) as determined on the basis of the offered rates for deposits in Dollars, for the period of time comparable to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based which appears on information presented on Page LIBOR01 of the Reuters Service Telerate page 3750 as of 11:00 a.m. London time on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such Interest Period; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Market Service Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upwardupwards as described above, if necessary, ) for deposits in Dollars for a period substantially equal to the nearest one hundred-thousandth Interest Period on the Reuters Page ALIBO@ (or such other page as may replace the LIBO Page on that service for the purpose of a percentage pointdisplaying such rates), as of 11:00 a.m. (London Time), on the day that is two (2) LIBOR Business Days prior to the beginning of such Interest Period. If both the Telerate and Reuters systems are unavailable, then the rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan Interest Period which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar U.S. dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requestedprovided, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. (New York City time), on the second day that is two (2) LIBOR Business Day prior to Days preceding the first day of such Interest Period. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determineddetermined and the provisions of '4.4 shall apply. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. LIBOR Rate LoanLoans. A Loan Loans bearing interest calculated by reference to the a LIBOR Rate.

LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the rate of interest equal to (ia) the rate determined by the Administrative Agent Bank at which Dollar deposits for such Interest Period are offered based on information presented on Telerate Page LIBOR01 of the Reuters Service 3750 as of 11:00 a.m. London time on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period, divided by (iib) a number equal to 1.00 minus the Mandatory Eurocurrency Reserve Rate. If the rate described above does not appear on the Dow Xxxxx Market Service Telerate System on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period as selected by the Administrative AgentBank. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second LIBOR Business Day prior to the first day of such Interest Period. In the event that the Administrative Agent Bank is unable to obtain any such quotation as provided above, it will be considered that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. LIBOR Rate LoanLoans. A Loan All or any portion of the Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the rate of interest equal to (i) the rate determined by the Administrative Agent at which Dollar deposits for such Interest Period are offered based on information presented on Page Reuters Screen LIBOR01 of the Reuters Service page as of 11:00 a.m. London time on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period, divided by (ii) a number equal to 1.00 minus the Mandatory Eurocurrency Reserve Rate. If the rate described above does not appear on the Dow Xxxxx Market Service Reuters Screen LIBOR01 page on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such LIBOR Rate Loan which are offered by four major banks in the London interbank market at approximately 11:00 a.m. London time, on the second (2nd) LIBOR Business Day prior to the first day of such Interest Period as selected by the Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New York City time, on the second LIBOR Business Day prior to the first day of such Interest Period. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. LIBOR Rate LoanLoans. A Loan Revolving Credit Loans bearing interest calculated by reference to the LIBOR Rate.

LIBOR Rate. For As applicable to any Interest Period with respect to a LIBOR Rate Loan, the rate per annum as determined on the basis of interest equal the offered rates for deposits in Dollars, for a period of time comparable to (i) the rate determined by the Administrative Agent at which Dollar deposits Interest Period for such Interest Period are offered based LIBOR Rate Loan which appears on information presented on Page LIBOR01 of the Reuters Service Screen LIBOR01 Page as of 11:00 a.m. London time on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of the Interest Period for such Interest PeriodLIBOR Rate Loan; provided, divided by (ii) a number equal to 1.00 minus the Mandatory Reserve Rate. If however, if the rate described above does not appear on the Dow Xxxxx Market Service such service on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of a percentage point), determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to the Interest Period for such LIBOR Rate Loan which are offered by four (4) major banks in the London interbank market at approximately 11:00 a.m. London time, on the second day that is two (2nd2) LIBOR Business Day prior to Days preceding the first day of such the Interest Period for the LIBOR Rate Loan as selected by the Administrative Agent. The principal London office of each of the four (4) major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such the Interest Period for such LIBOR Rate Loan offered by major banks in New York City at approximately 11:00 a.m. New York City (eastern time), on the second day that is two (2) LIBOR Business Day prior to Days preceding the first day of such the Interest PeriodPeriod for the LIBOR Rate Loan. In the event that the Administrative Agent is unable to obtain any such quotation as provided above, it will be considered deemed that the LIBOR Rate pursuant to for a LIBOR Rate Loan cannot be determineddetermined 6231593.9\0334186 and §4.6 shall apply. In such event, the Loan shall bear interest at the Base Rate. In the event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of Agent, then for any period during which such Reserve Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to one (1) minus the Reserve Percentage. LIBOR Rate LoanLoans. A Loan Those Loans bearing interest calculated by reference to the LIBOR Rate. LIBOR Rate Spread. The per annum rate of four percent (4.0%).